10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2002
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from                    to

Commission File Number: 0-27246

ZORAN CORPORATION

(Exact Name of registrant as specified in its charter)

DELAWARE	94-2794449
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3112 Scott Boulevard, Santa Clara, California 95054
(Address of principal executive offices) (Zip code)
(408) 919-4111
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of Exchange on which registered
None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

(Title of Class)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   YES ý    NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). YES ý NO o

The aggregate market value of registrant’s voting stock held by non-affiliates of registrant based upon the closing sale price of the Common Stock on June 28, 2002, as reported on the Nasdaq National Market, was approximately $618,000,000.  Shares of Common Stock held by each officer, director and holder of 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Outstanding shares of registrant’s Common Stock, $0.001 par value, as of March 17, 2003: 27,399,578

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the definitive proxy statement for registrant’s 2003 Annual Meeting of Stockholders to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Report are incorporated by reference into Part III of this Report.

PART I

This report includes a number of forward-looking statements which reflect the Company’s current views with respect to future events and financial performance.  These forward-looking statements are subject to certain risks and uncertainties, including those discussed in “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations - Future Performance and Risk Factors” and elsewhere in this report, that could cause actual results to differ materially from historical results or those currently anticipated.  In this report, the words “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Item 1.Business.

Introduction

We develop and market integrated circuits, integrated circuit cores and embedded software used by original equipment manufacturers, or OEMs, in digital video and audio products for commercial and consumer markets. We also provide complete, copy-ready system reference designs based on our technology that help our customers produce commercial and consumer products more quickly and cost-effectively. Our integrated circuits are used in a variety of products, including digital versatile disc, or DVD, players, filmless digital cameras, professional and consumer video editing systems and digital speakers and audio systems.

We were incorporated in California in December 1981 and reincorporated in Delaware in November 1996. Our corporate headquarters are located at 3112 Scott Boulevard, Santa Clara California 95054, and our telephone number is (408) 919-4111. Our website can be found at www.zoran.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Forms 8-K, and any amendments to those reports, are available free of charge on our website under “Investor Relations / SEC Documents” as soon as reasonably practicable after they are filed with the Securities and Exchange Commission.

Industry Background

Until the mid-1990s, video images and audio soundtracks were transmitted, edited and stored almost exclusively using analog formats. More recently, however, advances in technology have allowed audio and video to be processed and stored in digital form. Unlike analog formats, which are inherently unstable and difficult to edit and enhance, digital formats permit the manipulation of audio and video signals through digital signal processing and offer a number of fundamental advantages over analog technologies. Through complex digital signal processing operations, digital audio and video signals may be compressed, providing significant storage and transmission efficiencies. They also may be filtered, allowing for noise reduction, and they may be transmitted and reproduced without perceptible image or sound degradation. Digital formats provide users with additional benefits, including random access to data, superior editing capabilities and enhanced security features such as protection against unauthorized copying and controlled and secure access.

One of the most significant barriers to the widespread adoption of digital technology had been the huge amount of data required to represent images and sounds in a digital format, making cost-effective storage or transmission impractical. Through digital compression techniques, a substantial number of the redundancies inherent in audio and video data can be identified and eliminated, significantly reducing the overall amount of data which needs to be retained. Compression techniques introduced in the early 1990s allowed a two-hour movie to be compressed and stored on only two video CDs with video resolution comparable to that of a standard VHS tape. More recent techniques allow the storage of a full-length movie of more than three hours on a single DVD, with substantially improved audio and video quality and the incorporation of additional data, such as additional languages, scenes and director and actor commentary. Additionally, digital compression of video data allows previously unmanageable amounts of data to be stored in the memory of a standard personal computer, thereby permitting the data to be accessed and edited easily. Digital audio compression allows efficient storage and delivery of multi-channel audio, making possible high-quality special effects such as multi-channel surround sound, virtual surround sound and wireless audio delivery via two speakers or headphones. In the field of still photography, digital compression allows dozens or hundreds of digital pictures to be stored on a single memory card, depending on the resolution desired.

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To drive the implementation and speed the adoption of products based on digital formats, industry participants organized committees to define international compression standards. The principal standards in use today include:

•The Joint Photographic Experts Group, or JPEG, standard for the high quality compression of still images and the real-time, low-cost compression and decompression of moving images;

•The MPEG 1 standard, adopted by the Moving Pictures Experts Group, or MPEG, for the compression of both audio and video data at the high compression ratios necessary for the limited storage capacity of the CD-ROM format;

•The MPEG 2 standard, subsequently adopted by the Motion Pictures Expert Group, for the compression of both audio and video data, designed to provide improved quality in broadcast and video playback applications;

•The MPEG 4 standard is an extension of MPEG 1 and MPEG 2 that provides the ability to view, access and manipulate objects rather than pixels, which is especially significant in video streaming, digital television, module multimedia and video game applications; and

•Dolby AC-3, also known as Dolby Digital, developed by Dolby Laboratories, an industry standard for the compression of audio for use in multi-channel digital surround sound systems.

These industry standard techniques have enabled the dramatic growth in digital multimedia markets, including:

•DVD Players and Recorders. DVD players and recorders use MPEG 2 video compression and Dolby Digital audio technology to provide significantly higher quality playback or recording than is possible with VCR or video CD technology. According to Cahners In-Stat Group, Sales of DVD players are expected to grow from approximately 53 million units in 2002 to almost 84 million units by 2006.  Sales of DVD recorders are expected to grow from approximately 1. million units in 2002 to approximately 31 million in 2006.

•Filmless Digital Cameras. Filmless digital cameras use JPEG compression technology to capture high resolution images that can be viewed, edited and stored on a computer system and transmitted over telephone lines and computer networks. According to Cahners In-Stat and other marketing research firms, sales of megapixel digital cameras are expected to grow from approximately 24 million units in 2002 to just under 47 million units in 2006.

Additional products and markets are developing based on these established compression standards as well as compression technologies such as Meridian Lossless PCM, or MLP, a new standard for DVD audio, Microsoft Windows Media Audio, or WMA, and MP3, a compression standard for the download of audio recordings from the Internet.

These established and emerging compression standards specify data formats in which compressed data must be presented in order to enable products from different vendors to interact and permit the capture, transmission, storage and display of audio and video data in digital format. These standards do not specify the compression methodologies to be employed or additional functionality which may be used to enhance or manipulate digital signals. These standards, therefore, do not determine image or sound quality or compression efficiency.  For example, data compression may comply with relevant standards despite being poorly processed and containing artifacts which result in image degradation in video applications or poor sound quality in audio applications. As a result, there can be significant differences in overall image or sound quality between two solutions based on the same standard. Therefore, integrated circuit manufacturers can differentiate their products on the basis of the quality of their compression solution.

Historically, as system vendors sought compression solutions, the cost, complexity, and time required to compress and decompress data have imposed significant limitations on the use of digital compression. Over the last several years, as cost-effective compression solutions have emerged, product manufacturers have increasingly sought to design and market lower-cost digital audio and video systems and products to address high volume consumer applications. In addition, product manufacturers are facing competitive pressure to introduce their products more rapidly. To address these issues, OEMs seek to integrate multiple functions on individual chips in order to reduce their costs, speed time-to-market and produce smaller products with reduced power consumption. They also seek solutions that can be easily integrated into their commercial and consumer products. The current challenge to manufacturers of compression integrated circuits is, therefore, to provide product manufacturers with high-quality, cost-effective, standards-based solutions that deliver flexible control, image enhancement, audio effects and other functions in addition to high quality compression solutions.

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Zoran Solutions

We provide feature-rich, cost-effective, standards-based solutions for a broad range of digital video and audio applications. We were a pioneer in the development of high performance digital signal processor products, and have developed expertise in digital signal processing, integrated circuit design, mathematical algorithms and software development, as well as proprietary digital signal processing and video and audio compression technologies. We apply our multi-disciplinary expertise and proprietary technologies to the development of fully-integrated solutions for high-growth multimedia markets. The key elements of our solution are:

Standards-Plus Methodology. We have leveraged our broad multi-disciplinary expertise and proprietary digital signal processing and compression technologies to develop what we refer to as “standards-plus” solutions. We have enabled OEMs to improve image and sound quality and deliver superior products to end users by adding more features around compression standards, such as more efficient use of memory, processing and communication resources, as well as audio and image enhancement algorithms. We have also provided OEMs the ability to include OEM-programmable effects, as well as variable compression ratios for video. These “standards-plus” features allow our customers to differentiate their products from those of their competitors.

Expandable and Programmable Architecture. We design our integrated circuits to enable easy adaptation for a broad range of specific applications. We can vary the architecture of our chips by adding or deleting modules, and we can also modify the software embedded in the chips themselves to address specific applications. We also license ready-to manufacture “cores”—building blocks of integrated circuits—that can be integrated into our customers’ chips. Combined with the enhanced functionality of our “standards-plus” technology, our expandable and programmable architecture facilitates product design, upgrades and customization, substantially accelerating our customers’ time to market with differentiated products.

Integrated System Solutions. We help our customers meet their total system requirements by providing integrated products that combine hardware and software to address required system functions and features on a single integrated circuit or chip set, reducing the number of integrated circuits, and in some cases providing a complete solution on a single chip. As a result, our customers’ total system cost can be reduced and they can concentrate on differentiating their products from those of their competitors. For example, we introduced the Camera On A CHip, or COACH, which includes most of the electronics of a filmless digital camera.

Cost-Effective Products. We focus on reducing the feature size, power requirements and number of integrated circuits necessary to perform required system functions, including compression functions. This reduces our customers’ manufacturing costs for their products which incorporate our integrated circuits, and also reduces the operating costs for these products, enabling the use of our products in a broader range of high volume applications. The modular nature of our architecture reduces our new product development costs, and enables our design engineers to meet our customers’ new product specification and cost parameters.

Copy-Ready System Reference Designs. We provide our customers with a broad range of engineering reference boards and products complete with device driver software, embedded software and detailed schematics. These products substantially shorten our customers’ product design time.

Strategy

We provide cost-effective, high-performance digital audio and video solutions addressing selected high-growth applications enabled by compression in evolving multimedia markets. Key elements of our strategy include:

Focus On High-Growth Applications. Our strategy is to focus on providing digital video and audio solutions for emerging high-growth consumer electronics, PC and communications applications. Our current focus markets include DVD players and recorders, filmless digital cameras, digital television, or DTV, professional and consumer video editing systems and digital speakers and audio systems.

Leverage Existing Technology and Expertise. We intend to continue to identify those markets that we believe have the highest growth potential for our products and to actively pursue those markets. Our proprietary digital signal processing

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and compression technologies can be used to serve emerging markets for digital video and audio. Potential markets include home network audio and video appliances, as well as personal digital video and audio devices.

Further Penetrate Key International Markets. In 1998, we opened an office in Shenzhen, China. During 2000, we opened offices in Taiwan and Japan. In 2001, we opened offices in Korea and Hong Kong. We believe that by opening these offices we are better able to provide sales, marketing, and applications support for these growing consumer electronics markets.

Extend Technological Leadership. Our years of experience in the fields of digital signal processing, integrated circuit design, algorithms and software development have enabled us to become a leader in the development of digital audio and video solutions enabled by compression. Using our multi-disciplinary expertise, we have developed new technologies for compression of digital audio and video. For example, our proprietary bit rate control technology has helped us provide reliable and inexpensive JPEG-based video compression, and our proprietary Virtual Multi-Channel Digital, or VMD, technology enables high-quality surround-sound effects from two low-cost audio speakers, rather than the four or five speakers required by other technologies. During 2000, we acquired PixelCam Inc., which enabled us to combine our Camera On A Chip, or COACH, processor with PixelCam’s CMOS sensor, providing a more integrated system. Furthermore, during 2000 we acquired Nogatech Inc., which provided us with low cost PC connectivity and MPEG-4 technologies.  We intend to continue to invest in our own research and development, and to evaluate opportunities to acquire additional technologies in order to maintain and extend our technological leadership.

Expand Strategic Partnerships. We work closely in the product development process with leading manufacturers of products that incorporate our integrated circuits. We also work closely with key customers and provide them early access to our technologies. Potential products are designed to meet customer-driven product requirements defined jointly by us and our partners with the partner providing technological input and, in selected cases, a portion of the development funding. This strategy has enabled us to develop products with substantial financial and other assistance while retaining ownership of the technology and ensuring an established customer for the product once development is completed. In some cases, our strategic partners also provide sales and marketing support. We have also established long-term relationships with strategic partners that provide manufacturing capacity and will seek to develop additional strategic relationships with manufacturers.

Markets and Applications

Our products are currently used in a variety of consumer multimedia and PC applications.

  Video Playback Systems

Currently, three types of digital video playback systems are available for consumer video applications: video CD players, Super Video CD players and DVD players.

Video CD players are essentially CD audio players with MPEG 1 decoders and a video output. Video CD players offer video playback of near-VCR quality and two-channel stereo audio playback. Compression enables 60 to 70 minutes of video to be stored on a single CD. Video CD players can also play karaoke titles and were particularly popular in China, although we believe that the volume for these players has declined due to the growth of the DVD player market. We formerly sold MPEG 1-based products to manufacturers of stand-alone video CD players but are no longer selling these products for this market.

In 1998, the Chinese government adopted the Super Video CD standard. By utilizing MPEG 2 compression technology as well as graphics, Super Video CD offers substantially higher audio and video quality than is possible with a video CD player. The Super Video CD standard is also being replaced by DVD players.

DVD players, the latest generation of video playback systems, use MPEG 2 video compression and Dolby Digital or similar audio technology to provide significantly higher quality playback than is possible with VCRs, Video CD or Super Video CD players. DVD players are sold as stand-alone products and are also bundled with other functions including DVD+VCR combinations, DVD-Receivers and DVD+TV combinations. In addition, the DVD player can act as a platform for playback and editing of digital still images from digital cameras through integrated memory card slots or via direct connection to digital cameras. DVD players are also included in place of CD-ROM drives in some PCs, where they

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are referred to as DVD-ROMs. DVD-ROMs are also sold as upgrade products. The growth in the DVD market is demonstrated by the rapidly growing sales of DVD players, the increasing number of models and manufacturers, and the increasing number of DVD titles available for purchase and rent.

  Filmless Digital Cameras

Filmless digital cameras allow the capture of high resolution images, the viewing, editing and storage of such images on a computer system and their transmission over telephone lines and computer networks. High quality copies of these images can be printed using color printers. In addition, digital cameras can be connected directly to a PC for downloading of pictures and to a television for displaying pictures. The original digital cameras were developed for the professional market and currently sell at prices of $1,000 to $3,000. As technology has advanced and manufacturing costs have decreased, digital cameras for the consumer market have been introduced in the $69 to $600 price range. Compression technology has also enabled the development of digital video security cameras and low cost digital video cameras for use with PCs.

  Digital Video Recording Systems

Digital video recording systems are aimed at replacing the analog VCR. Digital video recording systems will not only store home made movies and TV programs but will allow them to be easily edited. In addition, digital video recording systems will enable high quality time shifting of TV program viewing by recording the program so that it can be watched simultaneously or on a delayed basis. The recording media includes DVD recordable media and hard disks. Digital video recording systems use MPEG 2 as the video compression format and Dolby Digital or MPEG audio as the audio format.

  PC Video Systems

Historically, professional video editing systems were comprised of expensive pieces of analog audio and video equipment. Compression technology allows digital video images to be stored in a computer’s memory in sufficient volume to enable capture and “cut and paste” editing to be performed through random access to stored images. As the cost of compression technology has declined, a number of manufacturers have designed low cost digital video capture and editing systems that run on PCs, creating a new category of users in the corporate, education and government markets.

The availability of universal serial bus, or USB, connectors on most PCs currently being manufactured creates an opportunity for the development of low-cost external video capture and editing accessories that can be easily installed by consumers. We believe that enhanced support of video in consumer PCs, and the growing popularity of wideband Internet services will open new opportunities for video capture and sharing applications on the PC and will increase the popularity of such products.

  Digital Audio Systems

Digital audio facilitates enhanced audio playback with features such as multi-channel surround sound and virtual surround sound utilizing two channel technology. Many standards have emerged for the digital compression of audio.  Current digital audio compression standards in use include Dolby Digital, DTS, MLP and MP3. Dolby Digital and DTS are competing standards of audio compression for use in multi-channel digital surround sound systems in movie theaters and at home. MLP was developed for audio compression in DVD audio. MP3 is one of the compression standards recognized for the download of audio recordings over the Internet. Our audio integrated circuits support all of these standards. The principal products using compressed digital audio in the consumer market are DVD players and recorders, PCs incorporating DVD-ROMs, digital speakers and portable MP3 players.

  Other Applications

Other existing and potential applications for our audio and video compression technologies include Internet audio and video appliances, digital television and television set-top boxes, as well as personal digital audio and video devices.

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Technology

  Image and Video Technology

The JPEG Standard. In 1991, the Joint Photographic Experts Group, or JPEG, Committee of the International Standards Organization completed a technical specification for a standard to compress individual digitized images which may consist of still images or consecutive frames of video data. JPEG has been widely adopted for video editing applications, since each frame in the video is individually compressed, allowing cutting and pasting of sequences as well as modification of individual frames. Images are compressed through elimination of spatial redundancies within an image and the filtering of high frequency areas to which the eye is less sensitive. Using these techniques, the JPEG compression standard is able to reduce the data necessary to represent an image without significant degradation of image quality. Still images or motion video can be compressed to varying degrees using JPEG, with greater compression resulting in lower quality. Typically, four-to-one or five-to-one compression yields broadcast image quality while 20-to-1 compression is similar to VHS quality.

Zoran JPEG Technology. Our JPEG technology incorporates a proprietary bit rate control algorithm that enables our JPEG-based products to compress any image to a predetermined size while optimizing video quality using pre-selected parameters. Without this feature, the JPEG compression process results in compressed data files of various sizes based on the actual content of the original image given a constant degree of compression. An image with large amounts of visual detail will generate a larger data file than that generated from an image with less detail. Performance of many video applications is hampered by variability in the size of the compressed images in a video sequence, which can result in inefficient use of available memory, bus speed or communication channel capacity or even the loss of images. Our bit rate control is a “standards-plus” solution that uses real-time digital signal processing algorithms to optimize video quality based on pre-selected parameters, which can be programmed by OEMs, without the loss of any image or video frame. Our bit rate control has been incorporated in our JPEG-based devices that are used in video editing systems, filmless and tapeless digital cameras, color scanners, PC-based security systems, video conferencing and other applications. Other features of our JPEG-based products include their ability to handle a wide range of compression ratios, to perform a “lossless” compression algorithm in the same JPEG device, to rapidly scan or browse a large number of images and utilize advanced image processing algorithms that enable bit rate control of USB data, vertical blank interval detection, infrared remote control detection and scene analysis for computer control applications. We implement these functions in a single integrated circuit while we believe most other manufacturers either offer fewer functions or require multiple chips, resulting in higher manufacturing costs and greater power consumption.

CMOS  Sensor Technology. With the widespread availability of inexpensive complementary metal oxide semiconductor, or CMOS, fabrication facilities, image sensor designers are now able to offer a single chip solution to perform the “light-to-bytes” function at a quality level that is competitive with the long established charge coupled device, or CCD, sensor technology, but with far greater operational flexibility and at much lower power consumption. CMOS sensors can scan in a variety of modes and directions and perform analog-domain pre-processing of the signal which may be advantageous from a system perspective. Although the greater pixel circuit complexity results in a larger imager today, progress is being made to both reduce the geometry of the pixel and use more aggressive design rules. The result will be a sensor which provides both cost reduction and performance enhancement benefits to the system designer over the traditional CCD-based solution.

Zoran CMOS Sensor Technology. The PixelCam ZR32112 and ZR32312 are high performance 1.3 megapixel CMOS image sensors that are ideal for digital still and video imaging products. Using our proprietary Distributed-Pixel Amplifier design, the pixel response is independent of its distance from each column’s CDS circuitry. This unique architecture results in an extremely uniform pixel array with low fixed-pattern noise without the need for off-chip background frame subtraction circuitry. The bank of analog front-end circuits quantizes each pixel to 10 bit resolution. This highly parallel approach eases speed requirements on individual analog circuits and reduces overall power consumption. Separate programmable red, green and blue PGA circuits enable analog-domain color balance. The flexibility of these sensors’ output image format permits the tradeoff between resolution and frame rate. The image output may also be horizontally “mirrored” and vertically “flipped”.

The MPEG Standards. In 1991, the Moving Pictures Expert Group, or MPEG, Committee of the International Standards Organization completed a technical specification for a standard to compress moving audio and video into a single data stream. Like JPEG, MPEG 1 removes spatial redundancies from single frames of video data. MPEG 1 improves on JPEG by also removing redundancies that occur between consecutive video frames. Because video represents movement, it is possible to detect and estimate the movement of similar picture elements between video frames, a process called motion estimation. MPEG motion estimation uses the content of previous and future frames to predict the content of the current frame without using its full content. MPEG 1 implements audio compression by exploiting psycho-acoustic masking,

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taking advantage of the fact that the ear is less sensitive to a quiet note at one frequency when a much louder note is present at a nearby frequency. MPEG 1 often achieves audio compression ratios of six-to-one and video compression ratios of over 100-to-1. MPEG 1 is particularly suitable for low-cost CD-ROM applications due to its low-cost implementation.

In 1993, the MPEG 2 video committee completed a technical specification to address the more stringent requirements of the broadcast industry. MPEG 2 provides more sophisticated prediction techniques, enabling a compression solution to comprehend video as interlaced fields of data, rather than individual frames. MPEG 2 also allows for operation at higher resolution and at higher bit rates than MPEG 1, resulting in improved image quality for high motion, high detail video. MPEG 2 typically achieves compression ratios of 50-to-1. Because of its higher bit rate, MPEG 2 technology cannot be used in standard CD-ROM applications, but can be used in DVD players.

MPEG 4 builds on the experience of the MPEG 1 and MPEG 2 standards, which are currently used in digital video applications. MPEG 4 is rich in features, and can be customized to serve the needs of specific industries while preserving a high level of interoperability across a variety of applications. It allows a new level of interaction with visual content, providing the ability to view, access and manipulate objects rather than pixels. MPEG 4’s impact is especially significant in video streaming, digital television, mobile multimedia and game applications.

Zoran MPEG Technology. Beginning in 1997, we established ourselves as a leading provider of MPEG 2 technology for DVD and Super Video CD applications. We introduced the first DVD decoder device integrating digital video with multi-channel digital audio and programmable audio effects for use in DVD players. We also introduced new MPEG compression chip cores that can be integrated into chips manufactured by OEM customers, enabling these customers to reduce the cost of custom chip design and accelerate the time-to-market of their products.

 Audio Technology

The Dolby Digital Standard. In 1992, Dolby Laboratories launched Dolby Digital, an audio compression technique which has emerged as an industry standard. Dolby Digital was developed as a successor to Dolby’s Pro-Logic analog technique for use in multi-channel digital surround sound systems. It is currently used in movie theaters comprising over 24,000 screens worldwide and is also used in home theater and computer multimedia applications. Digital compression of audio data allows the storage of full quality multi-channel audio playback in the limited space allocated for audio in video-oriented formats. It also facilitates the seamless integration of sound with compressed video. The Dolby Digital audio compression standard is currently the principal audio compression technique used in DVD players. Dolby Digital has also been adopted as a standard for use in high-definition television and digital cable systems.

Other Audio Standards. Other digital audio compression standards currently in use include DTS, an audio compression standard that competes with Dolby Digital, MLP, a compression standard for DVD audio, and MP3, used for the download of audio recordings from the Internet.

Zoran Audio Technology. Working closely with Dolby Laboratories, we have developed a programmable audio digital signal processing engine with an architecture optimized for Dolby Digital and other demanding audio applications and we were the first to develop a single-chip solution for Dolby Digital decoding. Our Vaddis DVD decoders and audio processors now incorporate this engine to allow systems manufacturers to replace system components with software modules, differentiate their products from their competition, use our SiliconSoftware® library of advanced audio algorithms, and reduce system costs and time to market. In addition to Dolby Digital, our DVD decoders and audio processors support all principal audio compression standards, including DTS, MLP and MP3. Our integrated circuits also include additional functions such as Virtual Multi-Channel Digital, surround sound for headphones, High-Definition CD, karaoke processing and speaker equalization.

Products

Our multimedia product line consists of four principal product families:

•DVD—video and audio compression and decompression products based on MPEG, Dolby Digital and DTS;

•Filmless Digital Cameras—video compression and decompression products based on JPEG technology and CMOS sensors;

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•PC Video—video compression and decompression products based on JPEG technology and USB multimedia controllers; and

•Digital Audio—audio decompression products for use in products using MPEG, Dolby Digital, DTS, MLP, MP3 and other audio technologies.

The following table lists our principal multimedia integrated circuits currently in production, including the months in which initial production units were first made available to customers:

PRODUCT FAMILY	PRODUCTS	INITIAL COMMERCIAL SHIPMENT	PRINCIPAL APPLICATIONS
	Vaddis IV Integrated DVD decoder (ZR36730)	June 1999
	Vaddis IV-LC Integrated DVD decoder (ZR36732)	November 2000
DVD	Vaddis V Integrated DVD decoder (ZR36750)	May 2001
	Vaddis 5E Integrated DVD decoder (ZR36742)	June 2002	DVD players and recorders
	Vaddis 6 Integrated DVD integrated servo processor and decoder (ZR36768)	December 2002
	Filmless digital camera processor—COACH-LC (ZR36420)	March 2000
FilmlessDigital Cameras	Filmless digital camera processor—COACH-V (ZR36430)	June 2002	Filmless digital cameras, security
	CMOS sensor (ZR32112)	July 2000
	CMOS sensor (ZR32312)	August 2002
	JPEG codec (ZR36060)	February 1997	PC video editing, security
	JPEG PCI multimedia controller (ZR36067)	September 1997	PC video editing
PC Video	USB multimedia controller  (ZR36503)	June 1998	PC-TVs, PC digital cameras, video capture devices
	USB multimedia controller (ZR36504)	December 1999	PC-TVs, PC digital cameras, PC set-top boxes, cable modems
Digital Audio	Programmable Digital audio processor (ZR38601)	December 1998	Digital speakers for home theater, computers and gaming consoles
	Multi-standard Programmable Digital audio processor (ZR38650)	December 1998	Audio/video receivers, 3D headphones

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DVD. Our Vaddis decoders perform all the audio and video decoding and display requirements of the DVD specification, including MPEG 2 audio and video decoding, Dolby Digital, DTS and MLP audio decoding, on-screen display, decryption required for copyright protection and presentation of graphic information. The Vaddis has additional computation power that can be utilized for customer differentiation features. For example, it can incorporate virtual surround sound algorithms without the addition of hardware. This allows the user to enjoy the theater-like sound obtained from six speakers using a system that includes only two speakers and the Vaddis. The Vaddis IV-LC incorporates a more powerful audio digital signal processor that enables the support of advanced audio algorithms like MPEG 5.1, and DTS and audio DVD, which are needed in today’s DVD player systems. The Vaddis 5E incorporates a host controller and progressive scan output and is targeted for the entry to mid-range segment of the market. The Vaddis V integrates the host controller and incorporates DVD-Audio capability and progressive scan output features that are part of current high-end DVD player systems. The Vaddis 6 is a DVD system on a chip which integrates the functionality of the Vaddis 5E with the functionality of the front-end servo and read channel, further reducing chip count and system cost for DVD player manufacturers. Vaddis decoders are being used in DVD players manufactured by Orion, Samsung, Sanyo, Sharp, Toshiba and others. We provide full reference designs of DVD players, based on our Vaddis chips, that help our customers accelerate their time to market for their products.

Filmless Digital Camera Products. Our JPEG technology is used in filmless digital cameras. In September 1999, we introduced the Camera On A CHip, or COACH—an integrated system on a chip solution that includes most of the electronics of a filmless digital camera. The COACH can be connected directly to a high-resolution (up to 4 mega pixel) CCD or CMOS sensor, process the video information in real time, compress the captured image in real time to a flash memory, interface an LCD or micro display and interface to all types of flash memory. Among the unique capabilities of the COACH is the ability to transfer in real-time, over a USB bus, high quality video to the PC and thus serve also as a PC video camera. The COACH also allows for direct connection to a printer, including color correction and special effects, for the non-PC consumer environment. The COACH is supplemented by full filmless digital camera reference designs, “CamON^TM” and “CamMini^TM,” shortening the time to market for COACH customers. Our PixelCam CMOS sensor products currently deliver CCD image quality with 1.3 megapixel resolution at one-half the power dissipation and twice

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the integration level of CCD sensors. The sensor’s architecture is scalable, which will enable higher resolution product offerings as the digital camera OEM’s needs change. These products also offer the digital camera manufacturer longer battery life and reduced “time to next shot”.

PC Video Products. Our ZR36060 codec is a compression/decompression device used for real time encoding and decoding of JPEG video for editing applications. It is fully compliant with JPEG standards. The ZR36060 utilizes our proprietary bit rate control technology for high quality video capture. The ZR36060 can be installed in a chipset that includes the ZR36067 motion controller for PCI board implementation or pre/post-processing devices such as an integrated color space/raster-to-block converter. The ZR36067 is a PCI motion JPEG controller targeting consumer-priced but professional quality desktop PCI video editing systems. The ZR36503 is a video chip for video communication across the USB channel to the PC. The ZR36504 chip incorporates video, audio and data streaming into a single chip for video, audio and data transfer across the USB channel to the PC.

Digital Audio Products. The ZR38601, a single-chip digital audio processor designed to support the PC and home theater digital speaker market, takes advantage of most of the advanced audio algorithms included in our

Silicon Software library. Its eight channel output architecture supports the latest home theater applications, including Dolby Surround EX 6.1 channel sound. The ZR38601’s ability to accept six individual channels of audio input also makes it the ideal processor for today’s four channel Direct Sound computer games. The ZR38650, a true multi-standard digital audio processor, takes advantage of our complete SiliconSoftware library. It is designed to support the large mid and low range audio/video receiver market, while providing features previously available only on more expensive models.

Integrated Circuit Cores. We offer multimedia integrated circuit, or intellectual property (“IP”), cores which can be incorporated into our customers’ chips. For example, Zoran licenses a video decoder IP core for conversion of an NTSC, PAL, or SECAM TV signal into a format that allows the information in the TV signal to be displayed on a TV monitor. This IP core enables the integration of TV functionality into integrated circuits for LCD panels, LCD-TVs, Plasma Display TVs, set-top boxes, Digital TVs (“DTVs”), projector systems, PC video capture and other applications. Our video encoder IP cores perform the reverse function, converting component video data into an NTSC, PAL or SECAM TV signal. This IP core has applications in ICs for graphics display, set-top boxes, digital cameras, DTVs, DVD players, gaming systems and other applications.

Customers

The following table lists representative customers, as well as other OEMs who purchase our products through our resellers. Each of these customers and OEMs purchased, directly or indirectly, at least $100,000 of our products from January 1, 2002 through December 31, 2002:

PRODUCT FAMILY	DIRECT CUSTOMERS			OTHER OEMs
DVD	Alco Electronics LTD.		Samsung Electronics	Orion
	Alcom Electronics		Sanyo Electric	Sanyo
	Amoisonic Electronics Co., LTD.		Shenzhen Bao Tong Electronic	Sharp
	Beautiful Enterpirse Co. LTD.		Shenzhen HPT Electronics Co. LTD	Toshiba
	Daewoo Electronics Co., LTD.		Shenzhen Paragon Ind.
	Fly Ring Digital Technology		Sichuan Changhong Electronic Co.
	FM COM Corp.		Sky Wise Holdings LTD..
	Fujifilm		Tomen Electronics Corp.
	J&S Industrial Co.		Universal Pacific Co. LTD.
		Jiangsu Hongtu High Technology	Up-Today Industrial Co., LTD
		Marketa Semiconductor	Zenitron Corporation
		Mustek International, Inc.	Zhongshan Kenloon Lighing Co.
		Newell Hong Kong
Digital Audio		Alco Electronics LTD.	Minton Optic Industry Co. LTD
		Amega Group Limited	Newell Hong Kong
		CET LTD.
PC Video		Alcom Electronics	Sinoglobal Technology Inc.
		ATD Electronique	Solectron Technology Inc.
		Camtel Technology Corp.	Topas Electronic
		Edge Electronics Inc.	WUS Printed Circuit Co. LTD.
		Hauppauge Computer Works, Inc.	Zenitron Corporation
Filmless Digital Cameras		Chicony Electronics Co., LTD.	Newell Hong Kong
		Concord Camera HK Limited	Primax Electronics Ltd.
		CRS Electronic Co., LTD.	Samsung Techwin Co. LTD.
		DXG Technology Corp.	Sinoglobal Technology Inc.
		Edge Electronics Inc.	Smart Generation LTD.
		Fly Ring Digital Technology	Sunnic Technology & Merchandise
		Kinpo International LTD.	Tomen Electronics Corp.
		Konica Corporation	World Wide Licenses LTD.
		Mustek International Inc.	Zenitron Corporation

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Fujifilm purchases our products primarily as a reseller. Fujifilm acts as our primary reseller in Japan and accounts for most of our product sales in Japan. During 2001, sales to Fujifilm accounted for 29.2% of our total revenues, including 30.6% of product sales. During 2002, sales to Fujifilm accounted for 36.6% of our total revenues, including 38.4% of product sales. During 2001, our four largest customers accounted for 56.3% of our revenues, and during 2002, our four largest customers accounted for 58.6% of our revenues.

Research and Development

We believe that our future success depends on our ability to continue to enhance our existing products and to develop new products that maintain technological competitiveness and compliance with new standards in rapidly evolving consumer-oriented digital audio and video markets. We attempt to leverage our expertise in the fields of digital signal processing, integrated circuit design, algorithms and software development to maintain our position as a leader in the development of digital audio and video solutions enabled by compression. Accordingly, we devote a significant portion of our resources to maintaining and upgrading our products to reduce integrated circuit cost, feature size, power consumption and the number of integrated circuits required to perform compression and other functions necessary for the evolving digital audio and video application markets. In addition, we seek to design integrated circuits and cores, as well as copy-ready reference designs which can reduce the time needed by manufacturers to integrate our products into their own products.

We have historically generated a significant percentage of our total revenues from development contracts with our strategic partners. These development contracts provide that we will receive payments upon reaching certain development milestones and that we will retain ownership of the intellectual property developed. Development contracts have enabled us to fund portions of our product development efforts, to respond to the feature requirements of our customers, to accelerate the incorporation of our products into our customers’ products and to accelerate the time-to-market of our customers’ products. We anticipate however, that in the future, development contracts with strategic partners will fund a smaller portion of our development efforts then in the past.

We are a party to research and development agreements with the Chief Scientist in Israel’s Ministry of Industry and Trade and the Israel-United States Binational Industrial Research and Development Foundation. These organizations fund up to 50% of incurred project costs for approved projects up to contract maximums. The agreements require us to use our best efforts to achieve specified results and to pay royalties at rates of 3% to 5% of resulting product sales and up to 30% of resulting license revenues, up to a maximum of 100% to 150% of the total funding received. Reported research and development expenses are net of these grants, which fluctuate from period to period. In 2000, we earned total grants of $333,000. We did not receive any grants from these organizations in 2001 or 2002. The terms of Israeli Government

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participation also contain restrictions on the location of research and development activities, and the terms of the grants from the Chief Scientist prohibit the transfer of technology developed pursuant to these grants to any person without the prior written consent of the Chief Scientist.

As of December 31, 2002, we had a staff of 136 full-time and 30 part-time research and development personnel, 152 of whom are based in Israel.

Sales and Marketing

Our sales and marketing strategy is to focus on providing solutions, primarily compression related, for manufacturers seeking to design audio and video products for emerging high volume consumer applications. In cooperation with leading manufacturers of audio and video equipment in the commercial and consumer markets, we attempt to identify market segments which have the potential for substantial growth. To implement our strategy, we have established a direct sales force located at several sales and marketing offices, and a worldwide network of independent sales representatives and resellers. In some cases, our strategic partners also provide sales and marketing support.

We work closely in the product development process with strategic partners to incorporate our integrated circuits and software into their products. Potential products are designed to meet customer-specific product requirements defined jointly by us and our strategic partners with our partners providing technological input, and in some cases, a portion of the development funding. This strategy has permitted us to develop products with substantial financial and other assistance, while retaining ownership of the technology and ensuring an established customer for the product once development is completed. In addition, our application engineers assist customers in designing their products to incorporate our integrated circuits.

Our sales are generally made pursuant to purchase orders received between one and six months prior to the scheduled delivery date. We sell our products primarily through our 29-person direct sales staff, of whom 3 are located in the United States and 26 are located internationally. Our United States sales staff is primarily responsible for sales in North America and South America. Our Israeli sales staff is primarily responsible for sales in Europe and the Middle East. Our sales staffs in China, Hong Kong, Japan, Korea and Taiwan are responsible for sales in their respective regions. In addition, we sell our products indirectly through 5 commissioned sales representatives as well as selected distributors. We typically warrant our products for a 12-month period. To date, we have not experienced material product returns or warranty expense.

We have opened offices in other parts of the world in order to better address specific markets. During 1998, we opened an office in Shenzhen, China as part of our effort to capture a leadership position in the Chinese digital audio and video markets. During 2000, we opened an office in Taipei, Taiwan in an effort to better address the digital camera market. As of December 31, 2002, we had a staff of 77 employees in our China office and 12 employees in our Taiwan office, including sales, applications and customer support employees. In addition, in 2001 we opened offices in Hong Kong and Korea which had staffs of six employees and seven employees, respectively, at December 31, 2002. These offices also provide sales, applications and customer support.

We distribute our DVD integrated circuit products in Japan primarily through Fujifilm. Fujifilm acts as the primary reseller in Japan of products developed by us under development contracts with Fujifilm. We may sell these products directly in Japan only to specified customers with Fujifilm’s consent. We also operate an office in Tokyo to help promote our products in Japan, manage the sales of products not sold through Fujifilm, such as integrated circuit cores and certain filmless digital camera and JPEG products, and provide applications support for some of our customers.

We sell our Dolby technology enabled products under a perpetual, non-exclusive license from Dolby to sell products that incorporate the Dolby Digital algorithm. We are not required to pay license fees or royalties to Dolby under this agreement. Our customers enter into license agreements directly with Dolby, pursuant to which they pay royalties to Dolby. Under our agreement with Dolby, we may sell our Dolby Digital-based products only to customers who are licensees of Dolby. To date, most potential customers for our Dolby Digital-based products are licensees of Dolby. However, the failure or refusal of potential customers to enter into license agreements with Dolby in the future could harm our sales.

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We sell our DTS Technology-based products under a non-exclusive license from DTS Technology LLC to sell products that incorporate the DTS algorithm. We are not required to pay royalties to DTS Technology under this agreement. Our customers enter into license agreements directly with DTS, pursuant to which they pay royalties to DTS. Under our agreement with DTS, we may sell our DTS-based products only to customers who are licensees of DTS. The failure or refusal of potential customers to enter into license agreements with DTS in the future could harm our sales.

Backlog

Sales of our products are made pursuant to firm purchase orders. However, sometimes we allow customers to cancel or reschedule deliveries. In addition, purchase orders are subject to price renegotiations and to changes in quantities of products ordered as a result of changes in customers’ requirements and manufacturing availability. Our business is characterized by short lead times and quick delivery schedules. As a result of these factors, we do not believe that backlog at any given time is a meaningful indicator of future sales.

Manufacturing

We contract our wafer fabrication, assembly and testing to independent foundries and contractors, which enables us to focus on our design strengths, minimize fixed costs and capital expenditures and gain access to advanced manufacturing facilities. Our engineers work closely with our foundry partners and subcontractors to increase yields, lower manufacturing costs and assure quality.

Our primary foundry is Taiwan Semiconductor Manufacturing Company, or TSMC, which has manufactured integrated circuits for us since 1987. TSMC is currently manufacturing our DVD, audio, JPEG and some of our digital camera products. In addition, National Semiconductor manufactures some of our digital camera products. Hyundai and Fujitsu manufacture our USB multimedia controller chips. Our independent foundries fabricate products for other companies and may also produce products of their own design.

All of our devices are currently fabricated using standard complementary metal oxide semiconductor process technology with 0.18 micron to 0.8 micron feature sizes. All of our semiconductor products are currently being assembled by one of seven independent contractors, ASE, Amkor, ASAT, Kingpak, Kyocera, STATS or Vate, and tested by those contractors or other independent contractors.

We currently purchase products from all of our foundries under individually negotiated purchase orders. We do not currently have a long-term supply contract with TSMC, and therefore TSMC is not obligated to manufacture products for us for any specific period, in any specific quantity or at any specified price, except as may be provided in a particular purchase order.

Competition

Our existing and potential competitors include many large domestic and international companies that have substantially greater resources in the areas of:

•finance;

•manufacturing;

•technology;

•marketing; and

•distribution.

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Some of these competitors also have broader product lines and longer standing relationships with customers than we do. Some of our principal competitors maintain their own semiconductor foundries and may therefore benefit from capacity, cost and technical advantages. ALi Corporation, LSI Logic, ESS, Cirrus Logic, Matsushita, MediaTek, National Semiconductor, STMicroelectronics, Sony, Texas Instruments and Winbond have introduced integrated audio and video devices for DVD applications. These manufacturers, as well as others, are licensed by Dolby to incorporate Dolby Digital technology in their products. In addition, some manufacturers, including Sony, incorporate compression technologies other than Dolby Digital in audio products that compete with products using our integrated circuits. In the markets for JPEG-based products for use in filmless digital cameras, our principal competitors are in-house solutions developed and used by major Japanese OEMs, as well as products sold by Atmel, Omnivision, Sunplus and Texas Instruments. Motorola is providing CMOS sensor products.   In the market for JPEG-based products for desktop video editing applications, our principal competitors are Divio and Sunplus. Cirrus Logic (Crystal Semiconductor), Fujitsu, Motorola, STMicroelectronics and Yamaha are currently shipping Dolby Digital-based audio compression products.

We believe that our ability to compete successfully in the rapidly evolving markets for high performance audio and video compression technology depends on a number of factors, including:

•price, quality, performance and features of our products;

•the timing and success of new product introductions by us, our customers and our competitors;

•the emergence of new industry standards;

•our ability to obtain adequate foundry capacity;

•the number and nature of our competitors in a given market; and

•general market and economic conditions.

The markets in which we compete are intensely competitive and are characterized by rapid technological change, declining average unit selling prices and rapid product obsolescence. We expect competition to increase in the future from existing competitors and from other companies that may enter our existing or future markets with solutions which may be less costly or provide higher performance or more desirable features than our products.

The DVD market is growing, and additional competitors are expected to enter the market for integrated circuits used in DVD players. We believe that several large Japanese consumer electronics companies may be planning to enter this market and may attempt to develop MPEG 2 hardware or software to compete with our products. Some of these potential competitors may develop captive implementations for use only with their own PC and commercial and consumer electronics products. This increased competition may result in price reductions, reduced profit margins and loss of market share.

Historically, average unit selling prices in the semiconductor industry in general, and for our products in particular, have decreased over the life of a particular product. We expect that the average unit selling prices of our products will continue to be subject to significant pricing pressures. In order to offset expected declines in the average unit selling prices of our products, we will likely need to reduce the cost of our products. We intend to accomplish this by implementing design changes that lower the cost of manufacture, assembly and testing, by negotiating reduced charges by our foundries as and if volumes increase, and by successfully managing our manufacturing and subcontracting relationships. Since we do not operate our own manufacturing, assembly or testing facilities, we may not be able to reduce our costs as rapidly as companies that operate their own facilities. If we fail to introduce lower cost versions of our products in a timely manner or to successfully manage our manufacturing, assembly and testing relationships our business would be harmed.

Proprietary Rights and Licenses

Our ability to compete successfully is dependent in part upon our ability to protect our proprietary technology and information. Although we rely on a combination of patents, copyrights, trademarks, trade secret laws and licensing arrangements to protect some of our intellectual property, we believe that factors such as the technological and creative skills of our personnel and the success of our ongoing product development efforts are more important in maintaining our

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competitive position. We generally enter into confidentiality or license agreements with our employees, resellers, customers and potential customers and limit access to our proprietary information. We currently hold several U.S. patents, and have additional patent applications pending, that pertain to technologies and processes relating to our current business. Our intellectual property rights, if challenged, may not be upheld as valid, may not be adequate to prevent misappropriation of our technology or may not prevent the development of competitive products. Additionally, we may not be able to obtain patents or other intellectual property protection in the future. In particular, the existence of several consortiums that license patents relating to the MPEG standard has created uncertainty with respect to the use and enforceability of patents implementing that standard. Furthermore, the laws of certain foreign countries in which our products are or may be developed, manufactured or sold, including various countries in Asia, may not protect our products or intellectual property rights to the same extent as do the laws of the United States and thus make the possibility of piracy of our technology and products more likely in these countries.

We sell our Dolby Digital-based products under a perpetual non-exclusive license from Dolby which permits us to incorporate the Dolby Digital algorithm into our products. Our customers enter into license agreements with Dolby pursuant to which they pay royalties directly to Dolby. Under our agreement with Dolby, we may sell our Dolby Digital-based products only to customers who are licensees of Dolby. To date, most potential customers for our Dolby Digital-based products are licensees of Dolby. However, the failure or refusal of potential customers to enter into license agreements with Dolby in the future could harm our business. We sell our DTS Technology-based products under a non-exclusive license from DTS Technology LLC to sell products that incorporate the DTS algorithm. We are not required to pay royalties to DTS under this agreement. Our customers enter into license agreements directly with DTS, pursuant to which they pay royalties to DTS. Under our agreement with DTS, we may sell our DTS-based products only to customers who are licensees of DTS. The failure or refusal of potential customers to enter into license agreements with Dolby in the future could harm our sales.

The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights, which have resulted in significant and often protracted and expensive litigation. We or our foundries from time to time are notified of claims that we may be infringing patents or other intellectual property rights owned by third parties. We have been subject to intellectual property claims and litigation in the past and we may be subject to additional claims in the future. In particular, given the uncertainty discussed above regarding patents relating to the MPEG standard, it is difficult for us to assess the possibility that our activities in the MPEG field may give rise to future patent infringement claims. Litigation by or against us relating to patent infringement or other intellectual property matters could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation results in a determination favorable to us. In the event of an adverse result in any such litigation, we could be required to pay substantial damages, cease the manufacture, use and sale of infringing products, expend significant resources to develop non-infringing technology, discontinue the use of certain processes or obtain licenses to the infringing technology. Licenses may not be offered or the terms of any offered licenses may not be acceptable to us. If we fail to obtain a license from a third party for technology used by us we could incur substantial liabilities and to suspend the manufacture of products, or the use by our foundries of certain processes.

Employees

As of December 31, 2002, we had 311 full-time and 68 part-time and contract employees, including 136 full-time and 30 part-time and contract employees primarily involved in research and development activities, 159 in marketing and sales, 40 in finance and administration and 14 in manufacturing control and quality assurance. We have 151 full-time employees and 36 part-time and contract employees based in Israel, including 166 employees who are primarily involved in engineering and research and development. We have 75 employees at our facilities in Santa Clara, California. The remaining employees are located in our international offices in Canada, China, Hong Kong, Japan, Korea and Taiwan. We believe that our future success will depend in large part on our ability to attract and retain highly-skilled, engineering, managerial, sales and marketing personnel. Competition for such personnel is intense. Our employees are not represented by any collective bargaining unit, and we have never experienced a work stoppage. We believe that our employee relations are good.

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Item 2.Properties.

Our executive offices, our principal administration, marketing and sales operations and a portion of our research and development operations are located in approximately 24,000 square feet of leased space in Santa Clara, California under a lease expiring in March 2003. Our principal research and development and engineering facilities and the balance of our administration, marketing and sales operations are located in approximately 27,000 square feet of leased space in an industrial park in Haifa, Israel under a lease expiring in 2005. In addition, we maintain a small research and development facility in Toronto, Canada. The aggregate annual gross rent for our facilities was approximately $1.7 million in 2002. We also lease sales offices in Tokyo, Japan, Taipei, Taiwan, Shenzhen, China, Hong Kong and Seoul, Korea. See Note 9 of Notes to Consolidated Financial Statements. We believe that our current facilities are adequate for our needs for the foreseeable future and that, should it be needed, suitable additional space will be available to accommodate expansion of our operations on commercially reasonable terms.

Item 3.Legal Proceedings.

We are not a party to any pending legal proceedings which we believe will materially affect our financial condition or results of operations.

Item 4.Submission of Matters to a Vote of Security Holders.

We did not submit any matters to a vote of security holders during the fourth quarter of the year ended December 31, 2002.

Executive Officers

The names of our executive officers and their ages as of December 31, 2002 are as follows:

NAME	AGE	POSITION
Levy Gerzberg, Ph.D	58	President, Chief Executive Officer and Director
Camillo Martino	41	Executive Vice President and Chief Operating Officer
Isaac Shenberg, Ph.D	51	Senior Vice President, Business and Strategic Development
Karl Schneider	48	Vice President, Finance and Chief Financial Officer

Levy Gerzberg was a co-founder of Zoran in 1981 and has served as our President and Chief Executive Officer since December 1988 and as a director since 1981. Dr. Gerzberg also served as our President from 1981 to 1984 and as our Executive Vice President and Chief Technical Officer from 1985 to 1988. Prior to co-founding Zoran, Dr. Gerzberg was Associate Director of Stanford University’s Electronics Laboratory. Dr. Gerzberg holds a Ph.D. in Electrical Engineering from Stanford University and an M.S. in Medical Electronics and a B.S. in Electrical Engineering from the Technion-Israel Institute of Technology in Haifa, Israel.

Camillo Martino joined Zoran as Executive Vice President and Chief Operating Officer in August 2001. From January 2001 through July 2001, Mr. Martino served as Chief Executive Officer of Merinta Inc., a subsidiary of Boundless Corporation, engaged in the business of delivering integrated Linux-based internet appliance solutions to network

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operators.  Mr. Martino served as Marketing Director for National Semiconductor from May 2000 to December 2000. From February 2000 to May 2000, he served as Vice President & General Manager - International Operations for Netpliance Inc., an internet appliance company. From January 1997 through February 2000, Mr. Martino served in various director of marketing positions for National Semiconductor. Mr. Martino holds a M.S. in Digital Communications from Chisholm Institute of Technology, now part of Monash University, and a B.S. in Electrical Engineering from the University of Melbourne.

Isaac Shenberg has served as Vice President, Sales and Marketing of Zoran since January 1995 and as Senior Vice President, Business and Strategic Development since October 1998. From August 1990 to January 1995, Dr. Shenberg served as our Product Line Business Manager. Dr. Shenberg holds a Ph.D. in Electrical Engineering from Stanford University and a B.S. and M.S. in Electrical Engineering from the Technion.

Karl Schneider joined Zoran as Corporate Controller in January 1998 and was elected Vice President, Finance and Chief Financial Officer in July 1998. From September 1996 through 1997, Mr. Schneider served as Controller for the Film Measurement and Robotics and Integrated Technologies divisions of KLA-Tencor, a semiconductor equipment company. Mr. Schneider served as the Corporate Controller for SCM Microsystems, Inc. from October 1995 to September 1996, Controller for Reply Corporation from January 1994 to September 1995, Director of Finance for Digital F/X from October 1992 to January 1994 and Controller for Flextronics from September 1987 through June 1991. Mr. Schneider holds a B.S. in Business Administration from San Diego State University.

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PART II

Item 5.Market for the Registrant’s Common Stock and Related Stockholder Matters.

We effected our initial public offering of our common stock on December 15, 1995.  Since that date, our common stock has been quoted on the Nasdaq National Market under the symbol “ZRAN.” The following table sets forth the high and low closing sales price of our common stock as reported on The Nasdaq National Market for the periods indicated, as adjusted to reflect a three-for-two stock split in May 2002:

	High		Low
2001:
First Quarter	$	14.79	$	8.67
Second Quarter	$	19.81	$	9.67
Third Quarter	$	27.03	$	11.40
Fourth Quarter	$	25.42	$	13.68
2002:
First Quarter	$	29.39	$	18.87
Second Quarter	$	31.81	$	19.00
Third Quarter	$	20.99	$	10.54
Fourth Quarter	$	23.51	$	9.11

As of December 31, 2002, there were 244 holders of record of our common stock.

We have never paid cash dividends on our capital stock.  It is our present policy to retain earnings to finance the growth and development of our business and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.

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Item 6.Selected Financial Data.

The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere herein.

	Year Ended December 31,
	2002			2001			2000			1999		1998
	(in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenues:
Product sales	$	141,314		$	100,012		$	67,782		$	52,887	$	33,465
Software, licensing and development	7,803			7,697			11,889			8,787		10,760
Total revenues	149,117			107,709			79,671			61,674		44,225
Costs and expenses:
Cost of product sales	86,904			64,740			37,993			28,523		19,036
Research and development	22,083			23,210			18,628			12,651		13,548
Selling, general and administrative	24,856			21,330			19,148			14,251		11,551
Amortization of intangible assets	8,443			9,697			1,982			—		—
Amortization of goodwill and write-off of acquired in-process research & development	—			33,536			29,787			—		—
Total costs and expenses	142,286			152,513			107,538			55,425		44,135
Operating income (loss)	6,831			(44,804		)	(27,867		)	6,249		90
Interest income	7,053			9,853			9,280			1,467		1,194
Other income (loss)(1)	(6,614		)	151			(51		)	118		(123		)
Income (loss) before income taxes	7,270			(34,800		)	(18,638		)	7,834		1,161
Provision for income taxes	1,572			1,265			1,970			1,175		232
Net income (loss)	$	5,698		$	(36,065	)	$	(20,608	)	$	6,659	$	929
Basic net income (loss) per share(2)	$	0.21		$	(1.38	)	$	(0.91	)	$	0.41	$	0.06
Diluted net income (loss) per share(2)	$	0.20		$	(1.38	)	$	(0.91	)	$	0.36	$	0.06
Shares used to compute basic net income (loss) per share(2)	27,095			26,190			22,605			16,266		15,063
Shares used to compute diluted net income (loss) per share(2)	28,629			26,190			22,605			18,374		16,679

	December 31,
	2002			2001			2000			1999			1998
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	137,075		$	110,105		$	175,638		$	145,632		$	19,175
Working capital	159,288			130,777			197,719			157,583			30,830
Total assets	342,616			331,344			359,466			182,468			49,170
Accumulated deficit	(88,492		)	(94,190		)	(58,125		)	(37,517		)	(44,176		)
Total stockholders’ equity	311,012			297,838			331,454			163,445			36,186

(1)See Note 5 of Notes to Consolidated Financial Statements

(2)See Note 2 of Notes to Consolidated Financial Statements for a description of the computation of the number of shares and net income (loss) per share.

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

From our inception in 1981 through 1991, we derived the substantial majority of our revenue from digital filter processors and vector signal processors used principally in military, industrial and medical applications. In 1989, we repositioned our business to develop and market data compression products for the evolving multimedia markets and discontinued development of digital filter processor and vector signal processor products. In 1994, we discontinued production of these products. Our current lines of digital audio and video products include integrated circuits and related products used in digital versatile disc players, movie and home theater systems, filmless digital cameras and video editing systems.

We derive most of our revenues from the sale of our integrated circuit products. Historically, average selling prices in the semiconductor industry in general, and for our products in particular, have decreased over the life of a particular product. Average selling prices for our hardware products have fluctuated substantially from period to period, primarily as a result of changes in our customer mix of original equipment manufacturer, or OEM, sales versus sales to distributors and the transition from low-volume to high-volume production. In the past, we have reduced the prices of some of our products in order to better penetrate the consumer market. We believe that, as our product lines continue to mature and competitive markets evolve, we are likely to experience further declines in the average selling prices of our products, although we cannot predict the timing and amount of such future changes with any certainty.

Our cost of product sales consists primarily of fabrication costs, assembly and test costs, and the cost of materials and overhead from operations. If we are unable to reduce our cost of product sales to offset anticipated decreases in average selling prices, our product gross margins will decrease. Our product gross margin is also dependent on product mix and on the percentage of products sold directly to our OEM customers versus indirectly through our marketing partners who purchase our products at lower prices but absorb most of the associated marketing and sales support expenses, maintain inventories and provide customer support and training. Lower gross margins on sales to resellers are partially offset by reduced selling and marketing expenses related to such sales. Product sales in Japan are primarily made through Fujifilm, our strategic partner and reseller in Japan. Fujifilm provides more sales and marketing support than our other resellers. We expect both product and customer mix to continue to fluctuate in future periods, causing further fluctuations in margins.

We also derive revenue from licensing our software and other intellectual property. Licensing revenue includes one-time license fees and royalties based on the number of units distributed by the licensee. In addition, we have historically generated a significant percentage of our total revenues from development contracts, primarily with key customers, although development revenue has declined substantially as a percentage of total revenues over the past several years. These development contracts have provided us with partial funding for the development of some of our products. These development contracts provide for license and milestone payments which are recorded as development revenue. We classify all development costs, including costs related to these development contracts, as research and development expenses. We retain ownership of the intellectual property developed by us under these development contracts. While we intend to continue to enter into development contracts with certain strategic partners, we expect development revenue to continue to decline as a percentage of total revenues.

Our research and development expenses consist of salaries and related costs of employees engaged in ongoing research, design and development activities and costs of engineering materials and supplies. We are also a party to research and development agreements with the Chief Scientist in Israel’s Ministry of Industry and Trade and the Israel-United States Binational Industrial Research and Development Foundation, which fund up to 50% of incurred project costs for approved products up to specified contract maximums. These agreements require us to use our best efforts to achieve specified results and require us to pay royalties at rates of 3% to 5% of resulting product sales, and up to 30% of resulting license revenues, up to a maximum of 100% to 150% of total funding received. Reported research and development expenses are net of these grants, which fluctuate from period to period. We believe that significant investments in research and development are required for us to remain competitive and we expect to continue to devote significant resources to product development, although such expenses as a percentage of total revenues may fluctuate.

Our selling, general and administrative expenses consist primarily of employee-related expenses, product promotion, other professional services, sales commissions and royalties. We expect that selling, general and administrative expenses will continue to increase to support our anticipated growth.

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We conduct most of our research and development and certain sales and marketing and administrative operations in Israel through our wholly-owned Israeli subsidiary. As a result, some of our expenses are incurred in New Israeli Shekels. To date, substantially all of our product sales and our development and licensing revenue have been denominated in U.S. dollars and most costs of product sales have been incurred in U.S. dollars. We expect that most of our sales and costs of sales will continue to be denominated and incurred in U.S. dollars for the foreseeable future. We have not experienced material losses or gains as a result of currency exchange rate fluctuations and have not engaged in hedging transactions to reduce our exposure to such fluctuations. We may in the future elect to take action to reduce our foreign exchange risk.

Our effective income tax rate has benefited from the availability of net operating losses which we have utilized to reduce taxable income for U.S. federal income tax purposes and by our Israeli subsidiary’s status as an “Approved Enterprise” under Israeli law, which provides a ten-year tax holiday for income attributable to a portion of our operations in Israel. Our U.S. federal net operating losses expire at various times between 2003 and 2020, and the benefits from our subsidiary’s Approved Enterprise status expire at various times beginning in 2003.

In June 2000, we acquired PixelCam, Inc., a manufacturer of megapixel CMOS image sensors, in exchange for 556,248 shares of our common stock and options to purchase 6,252 shares of our common stock with an aggregate value of $24.6 million. The acquisition was accounted for under the purchase method of accounting. See Note 14 of Notes to Consolidated Financial Statements.

On October 26, 2000, we acquired Nogatech Inc., a provider of chips that compress digital video images and establish connections, or video connectivity, between video devices and computers, as well as between video devices across a variety of networks, in exchange for 3,801,839 shares of our common stock and options to purchase 252,708 shares of our common stock with an aggregate value of $163.6 million. The acquisition was accounted for under the purchase method of accounting. See Note 14 of Notes to Consolidated Financial Statements.

On April 21, 2002, our Board of Directors approved a three-for-two split of our common stock which was effected in the form of a fifty percent stock dividend, paid on May 22, 2002 to stockholders of record on May 7, 2002. All share and per share information for all periods presented in this report are on a post-split basis.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including bad debts, inventories, investments, intangible assets and income taxes. We base these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

•We recognize development revenue using the percentage-of-completion method. Under the percentage-of-completion method, revenue recognized is that portion of the total contract price equal to the ratio of costs expended to date to the anticipated final total costs, based on current estimates of the costs to complete the project. These estimates are reviewed and revised periodically throughout the lives of the contracts. Any revisions are recorded in the accounting period in which the revisions are made.

•Inventories are recorded at the lower of standard cost, which approximates actual cost on a first-in-first-out basis, or market value. We write down inventories to net realizable value based on forecasted demand and market conditions. Actual demand and market conditions may be different from those projected by our management. This could have a material effect on our operating results and financial position.

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•We maintain allowances for doubtful accounts for estimated losses resulting from the inability of certain of our customers to make required payments.  If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

•We hold minority interests in private companies having operations or technology in areas within our strategic focus. At December 31, 2002, these investments totaled $1.2 million. We record an investment impairment charge when we believe an investment has experienced a decline in value. We assess the value of this investment principally by using information acquired from the investee, including historical and projected financial performance and recent funding events. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment’s current carrying value thereby possibly requiring an impairment charge in the future. In 2002, we recorded non-cash investment impairment charges of $2.4 million in conjunction with investments in private companies.

•We assess the impairment of long-lived assets, identifiable intangibles and related goodwill annually or sooner if events or changes in circumstances indicate that the carrying value of such assets exceeds the future undiscounted cash flows attributable to such assets. Factors, which could trigger an impairment review, include significant negative industry or economic trends, exiting an activity in conjunction with a restructuring of operations, current, historical or projected losses that demonstrate continuing losses associated with an asset or a significant decline in our market capitalization for an extended period of time, relative to net book value. Impairment evaluations involve management estimates of asset useful lives and future cash flows. These estimates include assumptions about future conditions such as future revenues, gross margins, operating expenses, the fair values of certain assets based on appraisals, and industry trends. Actual useful lives and cash flows could be different from those estimated by our management. This could have a material effect on our operating results and financial position.

•We follow the liability method of accounting for income taxes which requires recognition of deferred tax liabilities and assets for the expected future tax consequence of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. In the event actual results differ from these expectations, then the resulting impact to income would be assessed in the period such determination was made.

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Results of Operations

The following table sets forth certain consolidated statement of operations data as a percentage of total revenues for the periods indicated:

	Year Ended December 31,
	2002		2001		2000
Revenues:
Product sales	94.8	%	92.9	%	85.1	%
Software, licensing and development	5.2		7.1		14.9
Total revenues	100.0		100.0		100.0
Costs and expenses:
Cost of product sales	58.3		60.1		47.7
Research and development	14.8		21.6		23.4
Selling, general and administrative	16.7		19.8		24.0
Amortization of intangible assets	5.6		9.0		2.5
Amortization of goodwill and write-off of acquired in-process research & development	—		31.1		37.4
Total costs and expenses	95.4		141.6		135.0
Operating income (loss)	4.6		(41.6	)	(35.0	)
Interest income	4.7		9.2		11.6
Other income (loss)	(4.4	)	0.1		—
Income (loss) before income taxes	4.9		(32.3	)	(23.4	)
Provision for income taxes	1.1		1.2		2.5
Net income (loss)	3.8	%	(33.5	)%	(25.9	)%

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenues.  Total revenues increased by 38.4% to $149.1 million in 2002 from $107.7 million in 2001.  Product sales increased by 41.3% to $141.3 million in 2002 from $100.0 million in 2001. The increase in product sales resulted primarily from a $38.9 million increase in sales of DVD products and a $7.7 million increase in sales of filmless digital camera products. The increased product sales for both product lines were due to increased unit shipments. Offsetting these increases somewhat was a $6.0 million decrease in sales of PC video products due to lower unit shipments. Software, licensing and development revenues increased slightly to $7.8 million in 2002 from $7.7 million in 2001.

Product Gross Margin.   Product gross margin increased to 38.5% in 2002 compared to 35.3% in 2001.  The increase was due to margin improvements in our DVD product line resulting from a shift in product mix to a higher percentage of newer, more cost effective DVD products that are not required to be sold in combination with DVD CPU companion chips which, historically, were sold at low margins.

Research and Development.  Research and development (“R&D”) expenses decreased by 4.9% to $22.1 million in 2002 from $23.2 million in 2001. Gross R&D expenses decreased primarily as a result of the timing of major project expenses such as tape-outs. R&D expenses in 2002 and 2001 did not include any reimbursements from the Chief Scientist.  R&D expenses decreased as a percentage of total revenues to 14.8% in 2002, compared to 21.5% in 2001 due to the increase in revenue. We anticipate gross R&D expenses to increase in 2003, as we remain committed to enhancing our technology and development capabilities.

Selling, General and Administrative.  Selling, general and administrative (“SG&A”) expenses increased by 16.5% to $24.9 million in 2002 from $21.3 million in 2001.  The increase was primarily due to $2.1 million of increased marketing and application expenses to support planned revenue growth in our Asia Pacific markets and $1.5 million of increased product marketing expenses related to our digital camera products. We expect SG&A expenses to increase in 2003 as we continue to augment our customer and application support in the Asia Pacific region.

Amortization of Intangible Assets. During 2002, we recorded $7.6 million and $567,000 in charges related to the amortization of intangible assets associated with our acquisitions of Nogatech and PixelCam, respectively. During 2001, we recorded $8.6 million and $567,000 in such charges for Nogatech and PixelCam, respectively. See Note 6 of Notes to Consolidated Financial Statements.

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Amortization of Goodwill and Write-off of Acquired In-process Research and Development. Based on the adoption of Financial Accounting Standards Board (FASB) Statements Nos. 141 and 142, “Business Combinations” and “Goodwill and Other Intangible Assets” (“SFAS 141” and “SFAS 142”), we did not record charges for the amortization of goodwill during 2002. For 2001, we recorded $33.5 million in goodwill amortization associated with our acquisitions of PixelCam and Nogatech in 2000. SFAS 142 changed the accounting for goodwill from an amortization method to an impairment-only approach. Under SFAS 142, goodwill will be tested annually and whenever events or circumstances occur indicating that goodwill might be impaired. During 2002, we conducted our annual impairment assessment based on our structure as a single reporting unit and determined that no impairment exists.

The in-process research and development project acquired from Nogatech relates to MPEG 4 technology to be used in video streaming applications. Our marketing plan at the time of the acquisition indicated that the market that we serve would demand products incorporating this technology beginning in the 2002 to 2003 timeframe. We now believe that our target market will not require this technology until 2004 due to market-related pricing considerations. The delay in the project will shift projected cash flows out by approximately one to two years. We estimate that this project will take approximately one year to complete and will cost approximately $1 million. Completion of this project remains a significant risk to the Company due to the remaining effort to achieve technical feasibility, rapidly changing customer markets and significant competitive threats from other companies. Failure to bring related products to market in a timely manner could adversely impact our future sales and profitability. Additionally, the value of the intangible assets acquired may become impaired.

Interest Income. Interest income decreased by $2.8 million to $7.1 million in 2002 compared with $9.9 million in 2001. The reduction was due to a decline in market interest rates.

Other Income (Loss). In 2002, we incurred other losses of $6.6 million primarily associated with non-cash impairment charges of $6.0 million and the conversion of equity securities in conjunction with the acquisition of an investee of $696,000. In 2001, we recorded other income of $151,000 primarily associated with foreign exchange gains net of losses. During 2002, we recorded a non-cash impairment charge of $3.6 million associated with marketable equity securities that were considered to be other than temporarily impaired. In determining whether an investment is other than temporarily impaired we consider, among other things, the duration and extent to which the market value has declined relative to our cost basis, the economic factors influencing the markets, the relative performance of the investee and its near-term prospects. There were no such impairment charges for marketable equity securities in 2001. Also in 2002, we recorded a non-cash impairment charge of $2.4 million associated with non-marketable securities. We review our non-marketable investments for impairment when circumstances or events indicate that the carrying value of the investments may not be recoverable. When the fair value of a non-marketable investment declines below its cost basis, we consider all available evidence to evaluate whether a decline in value has occurred. Among other things, we consider the historical and projected financial performance and recent funding events which are ascertained from the investee. There were no such impairment charges in 2001. The non-cash loss of $696,000 was associated with the acquisition by Roxio, Inc. of MGI Software Inc. As of the date of the acquisition, we held approximately 373,000 shares of MGI common stock. Upon consummation of the acquisition, our MGI common stock was exchanged for 18,843 shares of Roxio common stock. In connection with the exchange, we recorded a realized loss of $696,000 and established a new cost basis of our Roxio common stock equal to its fair value on the date of the exchange. See Note 5 of Notes to Consolidated Financial Statements.

Provision for Income Taxes.  Excluding charges related to the amortization of goodwill and the write-off of acquired in-process research and development our estimated effective tax rate decreased to 10% for 2002 compared with 15% in 2001.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Revenues.  Total revenues increased by 35.2% to $107.7 million in 2001 from $79.7 million in 2000.  Product sales increased by 47.5% to $100.0 million in 2001 from $67.8 million in 2000. The increase in product sales resulted primarily from a $38.5 million increase in the sales of  DVD products and a $2.9 million increase in the sales of filmless digital camera products, both of which were associated with increased unit sales. In addition, product sales increased $2.7 in 2001 due to our acquisitions of Nogatech and PixelCam in 2000. Offsetting these increases somewhat were an $8.4 million decrease in sales of our digital audio products and a $3.1 million decrease in sales of our PC video products. Software, licensing and development revenues decreased by 35.3% to $7.7 million in 2001 from $11.9 million in 2000.

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Of this decrease, $3.6 million was due to a decline in the number and size of significant new licensing contracts and $406,000 related to the timing of revenue recognition on a long-term development contract.

Product Gross Margin.   Product gross margin decreased to 35.3% in 2001 compared to 43.9% in 2000.  The decrease was due to a substantial shift in product mix to a higher percentage of lower-margin DVD products, which include CPU companion chips that are sold at low margin, and a shift in customer mix to a lower percentage of direct sales to OEM customers. In addition, we experienced a decline in the average selling price of our older Vaddis III DVD chip that was being phased out as we transitioned our customer base to our new Vaddis IV Plus DVD chip.

Research and Development.  Research and development (“R&D”) expenses increased by 24.6% to $23.2 million in 2001 from $18.6 million in 2000. Gross R&D expenses increased primarily as a result of our acquisitions of PixelCam and Nogatech, which accounted for $2.7 million of the increase, and the timing of major project expenses such as tape-outs which accounted for $1.9 million. R&D expenses in 2001 did not include reimbursements from the Chief Scientist.  For 2000, Chief Scientist reimbursements were $333,000.  R&D expenses decreased as a percentage of total revenues to 21.5% in 2001, compared to 23.4% in 2000 due to the increase in revenue.

Selling, General and Administrative.  Selling, general and administrative (“SG&A”) expenses increased by 11.4% to $21.3 million in 2001 from $19.1 million in 2000.  The increase was primarily due to our acquisitions of PixelCam and Nogatech, which accounted for $900,000 of the increase, and the continued expansion of our presence in the Asia Pacific region, including the establishment of offices in Hong Kong and Korea at the beginning of 2001, amounting to approximately $900,000.

Amortization of Goodwill and Other Intangibles and Write-off of Acquired In-process Research and Development. The acquisitions of PixelCam and Nogatech resulted in the following charges:

•PixelCam: During 2001, we recorded $6.0 million in charges related to the amortization of goodwill and other intangibles associated with our acquisition of PixelCam compared to $3.0 million recorded during 2000.  During 2001, we did not record any charges related to the write-off of in-process research and development associated with the PixelCam acquisition. For 2000 we incurred $6.8 million in charges associated with the write-off of in process research and development.

•Nogatech: During 2001, we recorded $36.7 million in charges related to the amortization of goodwill and other intangibles associated with our acquisition of Nogatech compared to $6.8 million recorded during 2000.  During 2001, we did not record any charges related to the write-off of in-process research and development associated with the Nogatech acquisition. For 2000 we incurred $15.1 million in charges associated with the write-off of in process research and development.

Interest Income.  Interest income increased by 6.2% to $9.9 million in 2001 from $9.3 million in 2000. The increase resulted primarily from increased interest income on higher cash balances following our acquisition of Nogatech in October 2000.

Provision for Income Taxes.  Excluding charges related to the amortization of goodwill and the write-off of acquired in-process research and development our estimated effective tax rate remained at 15.0% for 2001 and 2000.

Liquidity and Capital Resources

At December 31, 2002, we had $31.6 million of cash and cash equivalents, $105.5 million of short-term investments and $77.2 million of investments that have maturity dates that are beyond one year and therefore are classified as other assets. In addition, we had $159.3 million of working capital.

Our operating activities provided cash of $18.7 million during 2002, primarily due to our net income of $5.7 million, as adjusted for the non-cash impact of amortization of other intangibles of $8.4 million, investment impairment charges of $6.0 million and depreciation of $3.2 million. Net income was further adjusted by the cash impacts of a reduction in inventory of $3.0 million and an increase in accrued expenses of $2.8 million. Net income was also adjusted by the cash impacts of a decrease in accounts payable of $7.8 million and increases in accounts receivable of $2.2 million and prepaid expense of $1.3 million. The reduction in inventory was primarily due to a $1.9 million reduction in inventory associated with digital camera chips. The change in accounts payable and accrued expenses was due to the normal timing differences in our payment patterns.

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Cash used in investing activities was $14.0 million during 2002, principally reflecting the purchases of short-term and long-term marketable investments, net of proceeds from sales and maturities of $10.3 million capital expenditures for property and equipment of $2.0 million and purchase of intellectual property of $1.7 million.

Cash provided by financing activities was $6.7 million during 2002 and primarily consisted of proceeds from the issuance of common stock under our incentive stock option and employee stock purchase plans.

As of December 31, 2002, we were responsible for lease commitments of  $2.6 million associated with our worldwide facilities of which $1.1 million is due in 2003, $979,000 is due in 2004 and $464,000 is due in 2005. In addition, we had inventory purchase commitments of $10.2 million at December 31, 2002.

At December 31, 2002 and 2001, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, we are not exposed to the type of financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

We believe that our current balances of cash, cash equivalents and short-term investments, and anticipated cash flow from operations, will satisfy our anticipated working capital and capital expenditure requirements at least through 2003. Nonetheless, our future capital requirements may vary materially from those now planned and will depend on many factors including, but not limited to:

•the levels at which we maintain inventory and accounts receivable;

•the market acceptance of our products;

•the levels of promotion and advertising required to launch our new products or to enter markets and attain a competitive position in the marketplace;

•our business, product, capital expenditure and research and development plans and technology roadmap;

•volume pricing concessions;

•capital improvements to new and existing facilities;

•technological advances;

•the response of competitors to our products; and

•our relationships with our suppliers and customers.

In addition, we may require an increase in the level of working capital to accommodate planned growth, hiring and infrastructure needs. Additional capital may also be required for consummation of any acquisitions of businesses, products or technologies.

To the extent that our existing resources and cash generated from operations, are insufficient to fund our future activities, we may need to raise additional funds through public or private financings or borrowings. If additional funds are raised through the issuance of debt securities, these securities could have rights, preferences and privileges senior to holders of common stock, and the terms of this debt could impose restrictions on our operations. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders. We cannot be certain that additional financing will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain this additional financing, we may be required to reduce the scope of our planned product development and sales and marketing efforts, which could harm our business, financial condition and operating results.

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Future Performance and Risk Factors

Our future business, operating results and financial condition are subject to various risks and uncertainties, including those described below.

Our quarterly revenues and operating results fluctuate due to a variety of factors, which may result in volatility or a decline in the price of our stock.

Our quarterly operating results have varied significantly due to a number of factors, including:

•fluctuation in demand for our products;

•the timing of new product introductions by us and our competitors;

•the level of market acceptance of new and enhanced versions of our products and our customers’ products;

•the timing of large customer orders;

•the length and variability of the sales cycle for our products;

•the cyclical nature of the semiconductor industry;

•the availability of development funding and the timing of development revenue;

•changes in the mix of products sold;

•seasonality in demand for our products;

•competitive pricing pressures; and

•the evolving and unpredictable nature of the markets for products incorporating our integrated circuits and embedded software.

We expect that our operating results will continue to fluctuate in the future as a result of these factors and a variety of other factors, including:

• the cost and availability of adequate foundry capacity;

•fluctuations in manufacturing yields;

•the emergence of new industry standards;

•product obsolescence; and

•the amount of research and development expenses associated with new product introductions.

Our operating results could also be harmed by:

•economic conditions generally or in various geographic areas where we or our customers do business;

•other conditions affecting the timing of customer orders; or

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•a downturn in the markets for our customers’ products, particularly the consumer electronics market.

These factors are difficult or impossible to forecast. We place orders to purchase our products from independent foundries several months in advance of the scheduled delivery date, often in advance of receiving non-cancelable orders from our customers. If anticipated shipments in any quarter are canceled or do not occur as quickly as expected, expense and inventory levels could be disproportionately high. If anticipated license revenues in any quarter are canceled or do not occur, gross margins may be reduced. A significant portion of our expenses are relatively fixed, and the timing of increases in expenses is based in large part on our forecast of future revenues. As a result, if revenues do not meet our expectations we may be unable to quickly adjust expenses to levels appropriate to actual revenues, which could harm our operating results.

As a result of these factors, our operating results may vary significantly from quarter to quarter. Any shortfall in revenues or net income from levels expected by securities analysts could cause a decline in the trading price of our stock.

Our success for the foreseeable future will be dependent on growth in demand for integrated circuits for DVD and filmless digital camera applications and, to a lesser extent, digital audio and video editing applications and our ability to market and sell our products to manufacturers who incorporate those types of integrated circuits into their products.

In 2001 and 2002, we derived a substantial majority of our product revenues from the sale of integrated circuits for DVD applications. We expect that sales of our products for DVD applications will continue to account for a significant portion of our revenues for the near future. Our ability to sell our products for filmless digital camera applications and, to a lesser extent, digital audio and video editing applications will also have an impact on our financial performance for the foreseeable future. If the markets for these products and applications decline or fail to develop as expected, or we are not successful in our efforts to market and sell our products to manufacturers who incorporate integrated circuits into these products, our financial results will be harmed.

Our customers experience fluctuating product cycles and seasonality, which causes our sales to fluctuate.

Because the markets our customers serve are characterized by numerous new product introductions and rapid product enhancements, our operating results may vary significantly from quarter to quarter. During the final production of a mature product, our customers typically exhaust their existing inventory of our products. Consequently, orders for our products may decline in those circumstances, even if our products are incorporated into both mature products and replacement products. A delay in the customer’s transition to commercial production of a replacement product would delay our ability to recover the lost sales from the discontinuation of the related mature product. Our customers also experience significant seasonality in the sales of their consumer products, which affects their orders of our products. Typically, the second half of the calendar year represents a disproportionate percentage of sales for our customers due to the holiday period, and therefore a disproportionate percentage of our sales. We expect these sales fluctuations to continue for the foreseeable future.

Product supply and demand in the semiconductor industry is subject to cyclical variations.

The semiconductor industry is subject to cyclical variations in product supply and demand. Downturns in the industry often occur in connection with, or anticipation of, maturing product cycles for both semiconductor companies and their customers and declines in general economic conditions. These downturns have been characterized by abrupt fluctuations in product demand, production over-capacity and accelerated decline of average selling prices. In some cases, these downturns have lasted more than one year. A downturn in the semiconductor industry could harm our sales and revenues if demand drops or our gross margins if average selling prices decline.

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The development and evolution of markets for our integrated circuits is dependent on factors such as industry standards, over which we have no control; for example, if manufacturers adopt new or competing industry standards with which our products are not compatible, our existing products would become less desirable to the manufacturers and our sales would suffer.

The emergence of markets for our products is affected by a variety of factors beyond our control. In particular, our products are designed to conform to current specific industry standards. Manufacturers may not continue to follow these standards, which would make our products less desirable to manufacturers and reduce our sales. Also, competing standards may emerge that are preferred by manufacturers, which could also reduce our sales and require us to make significant expenditures to develop new products. The emergence of new markets for our products is also dependent in part upon third parties developing and marketing content in a format compatible with commercial and consumer products that incorporate our products. If content compatible with commercial and consumer products that incorporate our products is not available, manufacturers may not be able to sell products incorporating our integrated circuits, and our sales to manufacturers would suffer.

We rely on independent foundries and contractors for the manufacture, assembly and testing of our integrated circuits, and the failure of any of these third parties to deliver products or otherwise perform as requested could damage our relationships with our customers and harm our sales and financial results.

We do not operate any manufacturing facilities, and we rely on independent foundries to manufacture substantially all of our products. These independent foundries fabricate products for other companies and may also produce products of their own design. From time to time there are manufacturing capacity shortages in the semiconductor industry. We do not have long-term supply contracts with any of our suppliers, including our principal supplier, Taiwan Semiconductor Manufacturing Company, or TSMC. Therefore, TSMC and these other suppliers are not obligated to manufacture products for us for any specific period, in any specific quantity or at any specified price, except as may be provided in a particular purchase order.

Our reliance on independent foundries involves a number of risks, including:

•the inability to obtain adequate manufacturing capacity;

•the unavailability of or interruption in access to certain process technologies necessary for manufacture of our products;

•lack of control over delivery schedules;

•lack of control over quality assurance;

•lack of control over manufacturing yields and cost; and

•potential misappropriation of our intellectual property.

In addition, TSMC and some of our other foundries are located in areas of the world which are subject to natural disasters such as earthquakes. While the 1999 earthquake in Taiwan did not have a material impact on our independent foundries, a similar event centered near TSMC’s facility could severely reduce TSMC’s ability to manufacture our integrated circuits. The loss of any of our manufacturers as a supplier, our inability to expand the supply of our products in response to increased demand, or our inability to obtain timely and adequate deliveries from our current or future suppliers due to a natural disaster or any other reason could delay or reduce shipments of our products. Any of these circumstances could damage our relationships with current and prospective customers and harm our sales and financial results.

We also rely on independent contractors for the assembly and testing of our products. At present, all of our semiconductor products are assembled by one of seven independent contractors: ASE, Amkor, ASAT, Kingpak, Kyocera, STATS or Vate. Our semiconductor products are tested by these contractors or other independent contractors. Our reliance on independent assembly and testing houses limits our control over delivery schedules, quality assurance and product cost. Disruptions in the services provided by our assembly or testing houses or other circumstances that would require us to seek alternative sources of assembly or testing could lead to supply constraints or delays in the delivery of our products. These constraints or delays could damage our relationships with current and prospective customers and harm our sales and financial results.

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Because foundry capacity is limited from time to time we may be required to enter into costly long-term supply arrangements to secure foundry capacity.

If we are not able to obtain additional foundry capacity as required, our relationships with our customers would be harmed and our sales would likely be reduced. In order to secure additional foundry capacity, we have considered and will continue to consider various arrangements with suppliers, which could include, among others:

•option payments or other prepayments to a foundry;

•nonrefundable deposits with or loans to foundries in exchange for capacity commitments;

•contracts that commit us to purchase specified quantities of silicon wafers over extended periods;

•issuance of our equity securities to a foundry;

•investment in a foundry;

•joint ventures; or

•other partnership relationships with foundries.

We may not be able to make any such arrangement in a timely fashion or at all, and such arrangements, if any, may not be on terms favorable to us. Moreover, if we are able to secure foundry capacity, we may be obligated to utilize all of that capacity or incur penalties. Such penalties may be expensive and could harm our financial results.

If our independent foundries do not achieve satisfactory yields, our relationships with our customers may be harmed.

The fabrication of silicon wafers is a complex process. Minute levels of contaminants in the manufacturing environment, defects in photomasks used to print circuits on a wafer, difficulties in the fabrication process or other factors can cause a substantial portion of the integrated circuits on a wafer to be non-functional. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. As a result, foundries often experience problems achieving acceptable yields, which are represented by the number of good integrated circuits as a proportion of the number of total integrated circuits on any particular wafer.  Poor yields from our independent foundries would reduce our ability to deliver our products to customers, harm our relationships with our customers, and harm our business.

To be successful, we must efficiently develop new and enhanced products to meet rapidly changing customer requirements and industry standards.

The markets for our products are characterized by:

•rapidly changing technologies;

•evolving industry standards;

•frequent new product introductions; and

•short product life cycles.

Over the long run, we expect to increase our product development expenses, and our future success will depend to a substantial degree upon our ability to develop and introduce, on a timely and cost-effective basis, new and enhanced products that meet rapidly changing customer requirements and industry standards. We may not successfully develop, introduce or manage the transition to new products. Delays in the introduction or shipment of new or enhanced products, lack of market acceptance for such products or problems associated with new product transitions could harm our sales and financial results.

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We face competition or potential competition from companies with greater resources than ours, and if we are unable to compete effectively with these companies, our market share may decline and our business could be harmed.

Competition in the compression technology market has historically been dominated by large companies, such as STMicroelectronics, and companies that develop and use their own integrated circuits, such as Sony. As this market continues to develop, we face competition from other large semiconductor vendors, including:

•ALi Corporation;

•Atmel Corporation;

•Cirrus Logic (Crystal Semiconductor);

•ESS Technology, Inc.;

•Fujitsu;

•LSI Logic;

•MediaTek Inc.;

•Motorola;

•Omnivision Technologies, Inc.;

•Sunplus Technology; and

•Texas Instruments.

We also face competition from internally developed solutions developed and used by major Japanese original equipment manufacturers, who may also be our customers.

Many of our existing and potential competitors have substantially greater resources than ours in many areas, including:

•finances;

•manufacturing;

•technology;

•research and development;

•marketing; and

•distribution.

Many of our competitors have broader product lines and longer standing relationships with customers than we do. Moreover, our competitors may foresee the course of market developments more accurately than we do and could in the future develop new technologies that compete with our products or even render our products obsolete. In addition, a number of private companies have announced plans for new products to address the same digital multimedia problems that our products address. If we are unable to compete successfully against our current and future competitors, we could experience price reductions, order cancellations and reduced gross margins, any one of which could harm our business.

The DVD market is growing, and additional competitors are expected to enter the market for DVD players and software. Some of these potential competitors may develop captive implementations for use only with their own PC and consumer electronics products. It is also possible that application software vendors, such as Microsoft, may attempt to enter the DVD application market in the future. This increased competition may result in price reductions, reduced profit margins and loss of market share.

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Our products are characterized by average selling prices that decline over relatively short time periods; if we are unable to reduce our costs or introduce new products with higher average selling prices, our financial results would suffer.

Average selling prices for our products decline over relatively short time periods. Many of our manufacturing costs are fixed. When our average selling prices decline, our revenues decline unless we sell more units, and our gross margins decline unless we are able to reduce our manufacturing costs by a commensurate amount. Our operating results suffer when gross margins decline. We have experienced these problems and may continue to experience them in the future and cannot predict when they may occur or their severity.

We derive most of our revenue from sales to a small number of large customers, and if we are not able to retain these customers, or they reschedule, reduce or cancel orders, our revenues would be reduced and our financial results would suffer.

Our largest customers account for a substantial percentage of our revenues. In 2002, sales to Fujifilm accounted for 36.6% of our total revenue. Our four largest customers in 2002 accounted for approximately 58.6% of our total revenues.  During 2001, our four largest customers accounted for approximately 56.3% of our revenues with Fujifilm accounting for 29.2%. Sales to these large customers have varied significantly from year to year and will continue to fluctuate in the future.  These sales also may fluctuate significantly from quarter to quarter. We may not be able to retain our key customers or these customers may cancel purchase orders or reschedule or decrease their level of purchases from us. Any substantial decrease or delay in sales to one or more of our key customers could harm our sales and financial results. In addition, any difficulty in collecting amounts due from one or more key customers could harm our financial results.

We are dependent on our relationship with Fujifilm for a significant percentage of our product sales, and if this relationship were terminated, our business would be harmed.

Fujifilm has been our largest customer over the last five years. Fujifilm purchases our products primarily as a reseller. Fujifilm acts as the primary reseller in Japan of products developed by us under development contracts with Fujifilm. We may sell these products directly in Japan only to specified customers with Fujifilm’s consent. Fujifilm provides more sales and marketing support than our other resellers. Fujifilm has provided wafer manufacturing services on a most-favored terms basis to us since 1993 and has also provided funding to support our development efforts. If our relationship with Fujifilm were terminated, our business would be harmed.

Our products generally have long sales cycles and implementation periods, which increases our costs in obtaining orders and reduces the predictability of our earnings.

Our products are technologically complex. Prospective customers generally must make a significant commitment of resources to test and evaluate our products and to integrate them into larger systems. As a result, our sales process is often subject to delays associated with lengthy approval processes that typically accompany the design and testing of new products. The sales cycles of our products often last for many months or even years. Longer sales cycles require us to invest significant resources in attempting to make sales and delay the generation of revenue.

Long sales cycles also subject us to other risks, including customers’ budgetary constraints, internal acceptance reviews and cancellations. In addition, orders expected in one quarter could shift to another because of the timing of customers’ purchase decisions. The time required for our customers to incorporate our products into their own can vary significantly with the needs of our customers and generally exceeds several months, which further complicates our planning processes and reduces the predictability of our operating results.

We are not protected by long-term contracts with our customers.

We generally do not enter into long-term purchase contracts with our customers, and we cannot be certain as to future order levels from our customers. When we do enter into a long-term contract, the contract is generally terminable at the

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convenience of the customer. In the event of an early termination by one of our major customers, it is unlikely that we will be able to rapidly replace that revenue source, which would harm our financial results.

We are dependent upon our international sales and operations; economic, political or military events in a country where we make significant sales or have significant operations could interfere with our success or operations there and harm our business.

During 2002, 97% of our total revenues were derived from international sales. We anticipate that international sales will continue to represent a substantial majority of our total revenues for the foreseeable future. In addition, substantially all of our semiconductor products are manufactured, assembled and tested outside of the United States by independent foundries and subcontractors.

We are subject to the risks inherent in doing business internationally, including:

•unexpected changes in regulatory requirements;

•fluctuations in exchange rates;

•political and economic instability;

•imposition of tariffs and other barriers and restrictions; and

•the burdens of complying with a variety of foreign laws.

The majority of our research and development personnel and facilities and a significant portion of our sales personnel are located in Israel. Political, economic and military conditions in Israel directly affect our operations. Some of our officers and employees in Israel are obligated to perform approximately 39 days of military reserve duty annually. The absence of these employees for significant periods during the work week may cause us to operate inefficiently during these periods.

Our operations in China are subject to the economic and political uncertainties affecting that country. For example, the Chinese economy has experienced significant growth in the past decade, but such growth has been uneven across geographic and economic sectors and has recently been slowing. This growth may continue to decrease and any slowdown may have a negative effect on our business. During 2000 and 2001, we also opened offices in Taipei, Taiwan, Hong Kong and Seoul, Korea. Our operations are subject to the economic and political uncertainties affecting these countries as well.

Our business and future operating results could be harmed by terrorist activity or armed conflict.

Our business and operating results are subject to uncertainties arising out of possible terrorist attacks on the United States and other regions of the world including locations where we maintain operations and by armed conflict in the Middle East and related economic instability. Our operations could be harmed due to:

•disruption in commercial activities associated with heightened security concerns affecting international travel and commerce;

•reduced demand for consumer electronic products due to a potential extension of the global economic slowdown;

•tightened immigration controls that may adversely affect the residence status of key non-U.S. managers and technical employees in our U.S. facilities or our ability to hire new non-U.S. employees in such facilities; or

•potential expansion of armed conflict in the Middle East which could adversely affect our operations in Israel.

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The prices of our products may become less competitive due to foreign exchange fluctuations.

Foreign currency fluctuations may affect the prices of our products. Prices for our products are currently denominated in U.S. dollars for sales to our customers throughout the world. If there is a significant devaluation of the currency in a specific country, the prices of our products will increase relative to that country’s currency and our products may be less competitive in that country. Also, we cannot be sure that our international customers will continue to be willing to place orders denominated in U.S. dollars. If they do not, our revenue and operating results will be subject to foreign exchange fluctuations.

Our ability to compete could be jeopardized if we are unable to protect our intellectual property rights from challenges by third parties.

Our success and ability to compete depend in large part upon protecting our proprietary technology. We rely on a combination of patent, trade secret, copyright and trademark laws, non-disclosure and other contractual agreements and technical measures to protect our proprietary rights. These agreements and measures may not be sufficient to protect our technology from third-party infringement, or to protect us from the claims of others. Monitoring unauthorized use of our products is difficult and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. The laws of certain foreign countries in which our products are or may be developed, manufactured or sold, including various countries in Asia, may not protect our products or intellectual property rights to the same extent as do the laws of the United States and thus make the possibility of piracy of our technology and products more likely in these countries. If competitors are able to use our technology, our ability to compete effectively could be harmed.

We could become subject to claims and litigation regarding intellectual property rights, which could seriously harm our business and require us to incur significant costs.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. In the past, we have been subject to claims and litigation regarding alleged infringement of other parties’ intellectual property rights. We could become subject to litigation in the future either to protect our intellectual property or as a result of allegations that we infringe others’ intellectual property rights. Claims that our products infringe proprietary rights would force us to defend ourselves and possibly our customers or manufacturers against the alleged infringement. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and invalidation of our proprietary rights. These lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management time and attention. Any potential intellectual property litigation could force us to do one or more of the following:

•stop selling our products that incorporate the challenged intellectual property;

•obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, which license may not be available on reasonable terms or at all;

•pay damages; or

•redesign those products that use such technology.

If we are forced to take any of the foregoing actions, our business could be severely harmed.

If necessary licenses of third-party technology are not available to us or are very expensive, our products could become obsolete.

From time to time we may be required to license technology from third parties to develop new products or product enhancements. Third party licenses may not be available to us on commercially reasonable terms, if at all. If we are unable to obtain any third-party license required to develop new products and product enhancements, we may have to obtain substitute technology of lower quality or performance standards or at greater cost, either of which could seriously harm the competitiveness of our products.

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If we are not able to apply our net operating losses against taxable income in future periods, our financial results will be harmed.

Our future net income and cash flow will be affected by our ability to apply our net operating losses, which totaled approximately $34.0 million for federal and $4.0 million for state tax reporting purposes as of December 31, 2002, against taxable income in future periods. Our net operating losses incurred prior to the consummation of our initial public offering in 1995 that we can use to reduce future taxable income for federal tax purposes are limited to approximately $3.0 million per year. Changes in tax laws in the United States may further limit our ability to utilize our net operating losses. Any further limitation on our ability to utilize our net operating losses could harm our financial condition.

Any acquisitions or strategic investments we make could disrupt our business and severely harm our financial condition.

We have made investments in, and acquisitions of, complementary companies, products and technologies. During 2000, we acquired PixelCam and Nogatech, and we may acquire additional businesses, products, or technologies in the future. In the event of any future acquisitions, we could:

•issue stock that would dilute our current stockholders’ percentage ownership;

•incur debt;

•assume liabilities;

•incur expenses related to the future impairment of goodwill and the amortization of other intangible assets; or

•incur other large write-offs immediately or in the future.

Our operation of any acquired business will also involve numerous risks, including:

•problems combining the purchased operations, technologies or products;

•unanticipated costs;

•diversion of management’s attention from our core business;

•adverse effects on existing business relationships with customers;

•risks associated with entering markets in which we have no or limited prior experience; and

•potential loss of key employees, particularly those of the purchased organizations.

We may not be able to successfully integrate any businesses, products or technologies or personnel that we might acquire in the future and any failure to do so could disrupt our business and seriously harm our financial condition.

In addition, we have made minority equity investments in early-stage companies, and we expect to continue to review opportunities to make additional investments in such companies where we believe such investments will provide us with opportunities to gain access to important technologies or otherwise enhance important commercial relationships. We have little or no influence over the early-stage companies in which we have made or may make strategic, minority equity investments. Each of these investments involves a high degree of risk. We may not be successful in achieving the technological or commercial advantage upon which any given investment is premised, and failure by the early-stage company to achieve its own business objectives could result in a loss of all or part of our invested capital and require us to write-off all or a portion of such investments.

Our products could contain defects, which could reduce sales of those products or result in claims against us.

We develop complex and evolving products. Despite testing by us and our customers, errors may be found in existing or new products. This could result in, among other things, a delay in recognition or loss of revenues, loss of market share or failure to achieve market acceptance. These defects may cause us to incur significant warranty, support and repair costs, divert the attention of our engineering personnel from our product development efforts and harm our relationships with our customers. The occurrence of these problems could result in the delay or loss of market acceptance of our products

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and would likely harm our business. Defects, integration issues or other performance problems in our products could result in financial or other damages to our customers or could damage market acceptance of our products. Our customers could also seek damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend.

If we do not maintain our current development contracts or are unable to enter into new development contracts, our business could be harmed.

We historically have generated a significant percentage of our total revenues from development contracts, primarily with key customers. These development contracts have provided us with partial funding for the development of some of our products. Under these contracts, we receive payments upon reaching certain development milestones. If we fail to achieve the milestones specified in our existing development contracts, if our existing contracts are terminated or we are unable to secure future development contracts, our ability to cost-effectively develop new products would be reduced and our business would be harmed.

We may need additional funds to execute our business plan, and if we are unable to obtain such funds, we will not be able to expand our business as planned.

We may require substantial additional capital to finance our future growth, secure additional foundry capacity and fund our ongoing research and development activities beyond 2003. Our capital requirements will depend on many factors, including:

•acceptance of and demand for our products;

•the types of arrangements that we may enter into with our independent foundries; and

•the extent to which we invest in new technology and research and development projects.

To the extent that our existing sources of liquidity and cash flow from operations are insufficient to fund our activities, we may need to raise additional funds. If we raise additional funds through the issuance of equity securities, the percentage ownership of our existing stockholders would be reduced. Further, such equity securities may have rights, preferences or privileges senior to those of our common stock. Additional financing may not be available to us when needed or, if available, it may not be available on terms favorable to us.

If we fail to manage our future growth, if any, our business would be harmed.

We anticipate that our future growth, if any, will require us to recruit and hire a substantial number of new engineering, managerial, sales and marketing personnel. Our ability to manage our growth successfully will also require us to expand and improve our administrative, operational, management and financial systems and controls. Many of our key operations, including the major portion of our research and development operations and a significant portion of our sales and administrative operations, are located in Israel. A majority of our sales and marketing and certain of our research and development and administrative personnel, including our President and Chief Executive Officer and other officers, are based in the United States. The geographic separation of these operations places additional strain on our resources and our ability to effectively manage our growth. If we are unable to manage growth effectively, our business would be harmed.

We rely on the services of our executive officers and other key personnel, whose knowledge of our business and industry would be extremely difficult to replace.

Our success depends to a significant degree upon the continuing contributions of our senior management. The loss of key management personnel could delay product development cycles or otherwise harm our business. We may not be able to retain the services of any of our key employees. We believe that our future success will also depend in large part on our ability to attract, integrate and retain highly-skilled engineering, managerial, sales and marketing personnel, both in the United States and in Israel. Competition for such personnel is intense, and we may not be successful in attracting, integrating and retaining such personnel. Failure to attract, integrate and retain key personnel could harm our ability to carry out our business strategy and compete with other companies.

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The Israeli rate of inflation may negatively impact our costs if it exceeds the rate of devaluation of the New Israeli Shekel against the U.S. dollar.

A portion of the cost of our operations, relating mainly to our personnel and facilities in Israel, is incurred in New Israeli Shekels. As a result, we bear the risk that the rate of inflation in Israel will exceed the rate of devaluation of the New Israeli Shekel in relation to the dollar, which will increase our costs as expressed in dollars. To date, we have not engaged in hedging transactions. In the future, we may enter into currency hedging transactions to decrease the risk of financial exposure from fluctuations in the exchange rate of the U.S. dollar against the New Israeli Shekel. These measures may not adequately protect us from the impact of inflation in Israel.

The government programs we participate in and tax benefits we receive require us to meet several conditions and may be terminated or reduced in the future, which would increase our costs.

In 2001 and 2002, we did not receive proceeds from grants for research and development from the Chief Scientist in Israel’s Ministry of Industry and Trade. However, we did receive an aggregate of $333,000 in such grants during 2000. We plan to seek additional grants from the Chief Scientist in the future. To be eligible for these grants, our development projects must be approved by the Chief Scientist on a case-by-case basis.  If our development projects are not approved by the Chief Scientist, we will not receive grants to fund these projects, which would increase our research and development costs. We also receive tax benefits, in particular exemptions and reductions as a result of the “Approved Enterprise” status of our existing operations in Israel. To be eligible for these tax benefits, we must maintain our Approved Enterprise status by meeting conditions, including making specified investments in fixed assets located in Israel and investing additional equity in our Israeli subsidiary. If we fail to meet these conditions in the future, the tax benefits would be canceled and we could be required to refund the tax benefits already received. These tax benefits may not be continued in the future at their current levels or at any level. Israeli governmental authorities have indicated that the government may reduce or eliminate these benefits in the future, which would harm our business.

We have anti-takeover provisions in our charter documents and there are provisions of Delaware law that could prevent or delay a change in control of our company.

Our certificate of incorporation, our bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. These include provisions:

•prohibiting a merger with a party that has acquired control of 15% or more of our outstanding common stock, such as a party that has completed a successful tender offer, until three years after that party acquired control of 15% of our outstanding common stock;

•authorizing the issuance of up to 3,000,000 shares of “blank check” preferred stock;

•eliminating stockholders’ rights to call a special meeting of stockholders; and

•requiring advance notice of any stockholder nominations of candidates for election to our board of directors.

Our stock price has fluctuated and may continue to fluctuate widely.

The market price of our common stock has fluctuated significantly since our initial public offering in 1995. Between January 1, 2002 and December 31, 2002, the closing sale price of our common stock, as reported on the Nasdaq National Market, ranged from a low of $9.11 to a high of $31.81.  The market price of our common stock is subject to significant fluctuations in the future in response to a variety of factors, including:

•announcements concerning our business or that of our competitors or customers;

•quarterly variations in operating results;

•changes in analysts’ earnings estimates;

•announcements of technological innovations;

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•the introduction of new products or changes in product pricing policies by us or our competitors;

•proprietary rights or other litigation;

•general conditions in the semiconductor industry; and

•developments in the financial markets.

In addition, the stock market has, from time to time, experienced extreme price and volume fluctuations that have particularly affected the market prices for semiconductor companies or technology companies generally and which have been unrelated to the operating performance of the affected companies. Broad market fluctuations of this type may reduce the future market price of our common stock.

Item 7A.     Quantitative and Qualitative Disclosures about Market Risks.

We are exposed to financial market risks including changes in interest rates and foreign currency exchange rates.

The fair value of our investment portfolio or related income would not be significantly impacted by either a 10% increase or decrease in interest rates due mainly to the short-term nature of the major portion of our investment portfolio.

A majority of our revenue and capital spending is transacted in U.S. dollars, although a portion of the cost of our operations, relating mainly to our personnel and facilities in Israel, is incurred in New Israeli Shekels. We have not engaged in hedging transactions to reduce our exposure to fluctuations that may arise from changes in foreign exchange rates. Based on our overall currency rate exposure at December 31, 2002, a near-term 10% appreciation or depreciation of the New Israeli Shekel would have an immaterial affect on our financial condition.

Item 8.     Financial Statements and Supplemental Data.

Index to Consolidated Financial Statements

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of

Zoran Corporation

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Zoran Corporation and its subsidiaries at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

As discussed in Notes 2 and 6 of the consolidated financial statements, as of January 1, 2002, the Company ceased amortization of goodwill to conform with the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

/s/ PricewaterhouseCoopers LLP

San Jose, California

January 24, 2003

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ZORAN CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	December 31,
	2002			2001
ASSETS
Current Assets:
Cash and cash equivalents	$	31,607		$	20,287
Short-term investments	105,468			89,818
Accounts receivable, net	34,652			33,367
Inventory	12,686			15,681
Prepaid expenses and other current assets	6,479			5,130
Total current assets	190,892			164,283
Property and equipment, net	5,848			7,159
Other investments	78,334			89,727
Goodwill	59,131			59,131
Intangible assets	8,411			11,044
	$	342,616		$	331,344
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	9,639		$	16,705
Accrued expenses and other liabilities	21,965			16,801
Total current liabilities	31,604			33,506
Commitments and Contingencies (Note 9)
Stockholders’ Equity:
Common Stock:  $0.001 par value; 55,000,000 shares authorized; 27,395,117 and 26,702,781 shares issued and outstanding	27			27
Additional paid-in capital	399,052			391,665
Warrants	—			717
Deferred stock-based compensation	(83		)	(375		)
Accumulated other comprehensive income (loss)	508			(6		)
Accumulated deficit	(88,492		)	(94,190		)
Total stockholders’ equity	311,012			297,838
	$	342,616		$	331,344

The accompanying notes are an integral part of these consolidated financial statements.

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ZORAN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Year Ended December 31,
	2002			2001			2000
Revenues:
Product sales	$	141,314		$	100,012		$	67,782
Software, licensing and development	7,803			7,697			11,889
Total revenues	149,117			107,709			79,671
Costs and expenses:
Cost of product sales	86,904			64,740			37,993
Research and development	22,083			23,210			18,628
Selling, general and administrative	24,856			21,330			19,148
Amortization of intangible assets	8,443			9,697			1,982
Amortization of goodwill and write-off of acquired in-process research & development	—			33,536			29,787
Total costs and expenses	142,286			152,513			107,538
Operating income (loss)	6,831			(44,804		)	(27,867		)
Interest income	7,053			9,853			9,280
Other income (loss), net	(6,614		)	151			(51		)
Income (loss) before income taxes	7,270			(34,800		)	(18,638		)
Provision for income taxes	1,572			1,265			1,970
Net income (loss)	$	5,698		$	(36,065	)	$	(20,608	)
Basic net income (loss) per share	$	0.21		$	(1.38	)	$	(0.91	)
Diluted net income (loss) per share	$	0.20		$	(1.38	)	$	(0.91	)
Shares used to compute basic net income (loss) per share	27,095			26,190			22,605
Shares used to compute diluted net income (loss) per share	28,629			26,190			22,605

The accompanying notes are an integral part of these consolidated financial statements.

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ZORAN CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

					Additional Paid-In Capital			Warrants			Deferred Stock-Based Compensation			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total
	Common Stock
	Shares		Amount
Balance at December 31, 1999	20,879		$	21	$	195,262		$	717		$	—		$	4,962		$	(37,517	)	$	163,445
Issuance of Common Stock	891		1		4,216			—			—			—			—			4,217
Income tax benefit of employees’ stock transactions	—		—		1,003			—			—			—			—			1,003
Deferred stock-based compensation recorded in conjunction with the Nogatech acquisition	—		—		—			—			(1,018		)	—			—			(1,018		)
Amortization of deferred stock-based compensation	—		—		—			—			99			—			—			99
Issuance of Common Stock in connection with acquisitions	4,365		4		188,165			—			—			—			—			188,169
Decrease in unrealized gain on securities available for sale	—		—		—			—			—			(3,853		)	—			(3,853		)
Net loss	—		—		—			—			—			—			(20,608		)	(20,608		)
Balance at December 31, 2000	26,135		26		388,646			717			(919		)	1,109			(58,125		)	331,454
Issuance of Common Stock	951		1		6,886			—			—			—			—			6,887
Repurchases of Common Stock	(383	)	—		(3,867		)	—			—			—			—			(3,867		)
Amortization of deferred stock-based compensation	—		—		—			—			544			—			—			544
Change in unrealized gain (loss) on securities available for sale	—		—		—			—			—			(1,115		)	—			(1,115		)
Net loss	—		—		—			—			—			—			(36,065		)	(36,065		)
Balance at December 31, 2001	26,703		27		391,665			717			(375		)	(6		)	(94,190		)	297,838
Issuance of Common Stock	692		—		6,670			—			—			—			—			6,670
Expiration of Warrant	—		—		717			(717		)	—			—			—			—
Amortization of deferred stock-based compensation	—		—		—			—			292			—			—			292
Change in unrealized gain (loss) on securities available for sale	—		—		—			—			—			514			—			514
Net Income	—		—		—			—			—			—			5,698			5,698
Balance at December 31, 2002	27,395		$	27	$	399,052		$	—		$	(83	)	$	508		$	(88,492	)	$	311,012

The accompanying notes are an integral part of these consolidated financial statements.

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ZORAN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2002			2001			2000
Cash flows from operating activities:
Net income (loss)	$	5,698		$	(36,065	)	$	(20,608	)
Adjustments:
Depreciation, amortization and other	3,247			3,700			2,987
Investment impairment charges	6,045			—			—
Allowance for doubtful accounts	125			2,029			549
Amortization of goodwill and other intangibles	8,443			43,233			9,922
Write-off of acquired in-process research and development	—			—			21,847
Income tax benefit of employees’ stock transactions	—			—			1,003
Realized loss on exchange of marketable securities	696			—			—
Changes in current assets and liabilities:
Accounts receivable	(2,218		)	(7,958		)	(4,967		)
Inventory	2,995			1,772			(7,311		)
Prepaid expenses and other current assets	(1,349		)	328			(2,640		)
Accounts payable	(7,816		)	5,549			234
Accrued expenses and other liabilities	2,812			(231		)	3,374
Net cash provided by operating activities	18,678			12,357			4,390
Cash flows from investing activities:
Capital expenditures for property and equipment	(1,983		)	(3,771		)	(3,251		)
Purchase of intellectual property	(1,681		)	—			—
Purchases of investments	(155,354		)	(195,588		)	(180,324		)
Sales of investments	45,227			25,454			46,400
Maturities of investments	99,763			163,887			134,645
Purchases of long-term equity investments	—			(1,171		)	(2,250		)
Cash received in acquisitions (net of costs incurred)	—			—			(393		)
Net cash used in investing activities	(14,028		)	(11,189		)	(5,173		)
Cash flows from financing activities:
Proceeds from issuance of Common Stock, net	6,670			6,887			4,217
Repurchases of Common Stock	—			(3,867		)	—
Net cash provided by financing activities	6,670			3,020			4,217
Net increase in cash and cash equivalents	11,320			4,188			3,434
Cash and cash equivalents at beginning of year	20,287			16,099			12,665
Cash and cash equivalents at end of year	$	31,607		$	20,287		$	16,099
Supplemental disclosures:
Income taxes paid	$	—		$	—		$	732
Purchase of intellectual property included in accrued expense	3,150			—			—
Purchase of intellectual property included in accounts payable	750			—			—

The accompanying notes are an integral part of these consolidated financial statements.

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ZORAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - The Company:

Zoran Corporation (“Zoran” or the “Company”) was incorporated in California in December 1981 and reincorporated in Delaware in November 1986.  Zoran develops and markets integrated circuits, integrated circuit cores and embedded software used by original equipment manufacturers, or OEMs, in digital audio and video products for commercial and consumer markets. Current applications incorporating Zoran’s products and IP include digital versatile disc, or DVD, players and recorders,  filmless digital cameras, professional and consumer video editing systems and digital speakers and audio systems. The Company operates in one industry segment.

The Company performs research and development and generates a substantial portion of its sales from its operations located in the State of Israel. A significant number of the Company’s full-time employees are located in Israel, including a majority of the Company’s research and development personnel. Therefore, the Company is directly affected by the political, economic and military conditions to which that country is subject.

The semiconductor business is highly cyclical and has been subject to significant downturns at various times that have been characterized by diminished product demand, decreased production, overcapacity, and accelerated erosion of average selling prices. As such, the selling price that the Company is able to command for its products is highly dependent on industry-wide production capacity and demand.  Both of these factors could result in rapid deviations in product pricing and, therefore, could adversely effect the Company’s operating results.

Principles of consolidation and basis of presentation

The consolidated financial statements include the accounts of Zoran and all of its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

Note 2 - Significant Accounting Policies:

Zoran has adopted accounting policies which are generally accepted in the industry in which it operates. The following is a summary of the Company’s significant accounting policies.

Use of estimates

The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates, although such differences are not expected to be material to the consolidated financial statements.

Translation of foreign currencies

ZML, an Israeli subsidiary, treats the U.S. dollar as its functional currency. In accordance with Statement of Financial Accounting Standards No. 52, gains and losses resulting from translation of accounts designated in other than the functional currency are reflected in results of operations and to date have been insignificant.

To date, substantially all of the Company’s product sales have been denominated in U.S. dollars and most costs of product sales have been incurred in U.S. dollars. The Company has not experienced material losses or gains as a result of currency exchange rate fluctuations and has not engaged in hedging transactions to reduce its exposure to such fluctuations. The Company may take action in the future to reduce its foreign exchange risk.

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Revenue recognition

The Company’s standard shipping terms for product sales are FOB point of origin. The Company’s policy is to recognize revenue from product sales upon shipment, provided that persuasive evidence of an arrangement exists, the price is fixed and determinable and collectibility is reasonably assured. A provision for estimated future returns and potential warranty liability is recorded at the time revenue is recognized. Warranty expense in 2002 and 2001, was immaterial. Development revenue under development contracts is recognized on the percentage-of-completion method. Under the percentage-of-completion method, revenue recognized is that portion of the total contract price equal to the ratio of costs expended to date to the anticipated final total costs, based on current estimates of the costs to complete the project. Amounts received in advance of performance under contracts are recorded as deferred revenue and are generally recognized within one year from receipt.  Estimates are reviewed and revised periodically throughout the lives of the contracts. Any revisions are recorded in the accounting period in which the revisions are made. Costs associated with development revenues are included primarily in research and development expenses. Revenue resulting from the licensing of the Company’s technology is recognized when significant contractual obligations have been fulfilled and the customer has indicated acceptance. Periodic service and maintenance fees which provide customers access to technical support and minor enhancements to licensed releases are recognized ratably over the service or maintenance period. Royalty revenue is recognized in the period licensed sales are reported to the Company.

Research and development costs

Costs related to the conceptual formation and design of internally developed software are expensed as research and development as incurred. It is the Company’s policy that certain internal software development costs incurred after technological feasibility has been demonstrated and which meet recoverability tests are capitalized and amortized over the estimated economic life of the product. To date, the Company has incurred no significant internal software development costs which meet the criteria for capitalization.

Fair value of financial instruments

For certain of Zoran’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities, the carrying values approximate their fair values due to the relatively short maturity of these items.

Cash equivalents and investments

All highly liquid investments purchased with an original maturity of 90 days or less are considered to be cash and cash equivalents.

All of Zoran’s investments in marketable securities are classified as available-for-sale and, therefore, are reported at fair value with unrealized gains and losses, net of related tax, if any, included as other comprehensive income, a component of stockholders’ equity. Gains and losses realized upon sales of all such securities are reported in interest and other income (loss). See Note 3.

When the fair value of an investment declines below its amortized cost, we consider all available evidence to evaluate whether an other-than-temporary decline in value has occurred. Among other things, we consider the duration and extent to which the market value has declined relative to our cost basis, the economic factors influencing the markets, the relative performance of the investee and its near-term prospects.

At December 31, 2002, the Company’s marketable securities consisted of commercial paper with maturities of less than one year and marketable equity securities. Investments in marketable securities also consisted of bonds and medium term notes with maturities greater than one year, which are included in other assets, and amounted to $77.2 million and $86.1 million at December 31, 2002 and 2001, respectively. See Note 3.

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Other assets also include investments in non-marketable securities which are accounted for on the cost basis and amounted to $1.2 million and $3.6 million at December 31, 2002 and 2001, respectively. The Company records an investment impairment charge when the fair value of an investment declines below its cost basis. In making this determination the Company considers all available evidence including the historical and projected financial performance and recent funding events which are ascertained from an investee. In 2002, we recorded $2.4 million in such impairment charges. There were no such charges in 2001.

Concentration of credit risk of financial instruments

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, investments in marketable securities, equity securities and trade accounts receivable. The Company places its cash in banks and cash equivalents primarily in auction rate preferred stock, certificates of deposit and commercial paper. The Company’s marketable securities portfolio consists primarily of corporate bonds, short and medium term notes, Euro dollar bonds and Government securities.  The Company, by policy, limits the amount of its credit exposure through diversification and restricting its investments to highly rated securities. Individual securities are limited to comprising no more than 5% of the portfolio value. Highly rated securities are defined as having a minimum Moody or Standard & Poor’s rating of A1 or A+, respectively. The average maturity of the portfolio is restricted to less than 365 days. The portfolio is overseen by the Vice President, Finance and Chief Financial Officer and is reported on quarterly to senior management.  The Company has not experienced any significant losses on its cash equivalents or short-term investment.

The Company markets integrated circuits and technology to manufacturers and distributors of electronic equipment primarily in North America, Europe and the Pacific Rim. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary, but generally does not require collateral. Management believes that any risk of loss is significantly reduced due to the diversity of its customers and geographic sales areas. The Company maintains a provision for potential credit losses, and write-offs of accounts receivable were insignificant in each of the three years in the period ended December 31, 2002.  As of December 31, 2002, two customers accounted for approximately 21% and 12% of the accounts receivable balance respectively. As of December 31, 2001, three customers accounted for approximately 21%, 12%, and 11% of the accounts receivable balance respectively.

Inventory

Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or market. Market is based on estimated net realizable value.

Property and equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of three to five years.  Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the remaining term of the lease.

Goodwill

The Company adopted Financial Accounting Standards Board (“FASB”) Statement No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) as of January 1, 2002. SFAS142 changed the accounting for goodwill from an amortization method to an impairment only approach. In connection with the adoption of SFAS 142, the Company conducted a transitional goodwill impairment assessment based on its structure as one reporting unit and determined that no impairment existed at January 1, 2002. During 2002, the Company also completed its annual impairment assessment and again determined that no impairment existed.

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Other intangibles

Acquired technology is amortized to expense on a straight-line basis over two to five years. Other intangible assets recorded in connection with the acquisitions of PixelCam, Inc. and Nogatech, Inc. are amortized on a straight-line basis over the estimated periods of benefit, which is approximately three years.

Long-lived assets

The Company periodically evaluates the recoverability of its long-lived assets, other than goodwill, by comparing expected undiscounted cash flows to the carrying value of the related assets. If the expected undiscounted cash flows are less than the carrying value of the assets the Company recognizes an impairment charge based on the fair value of the assets. To date, the Company has not recorded any impairment charges against the value of its long-lived assets.

Income taxes

The Company follows the liability method of accounting for income taxes which requires recognition of deferred tax liabilities and assets for the expected future tax consequence of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities.

For the twelve month periods ended December 31, 2002 and 2001, the provision for income taxes reflects the effective tax rate applied to earnings, excluding charges related to the amortization of goodwill and the write-off of acquired in-process research and development, for the periods. The effective tax rate differs from the U.S. statutory rate due to utilization of net operating losses and State of Israel tax benefits on foreign earnings. The provision includes primarily taxes on income in excess of net operating loss carryover limitations and foreign withholding taxes.

Earnings per share

In accordance with Statement of Financial Accounting Standards No. 128, Zoran reports Earnings per Share (“EPS”), both basic and diluted, on the statement of operations. Basic EPS is based upon the weighted average number of common shares outstanding. Diluted EPS is computed using the weighted average common shares outstanding plus any potential common stock, except when their effect is anti-dilutive. Potential common stock includes stock options and warrants. See Note 11.

Stock compensation

The Company accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees” and related interpretations. Under APB 25, compensation expense is recognized based on the difference, if any, on the date of grant between the fair value of the Company’s stock and the amount an employee must pay to acquire the stock.  The compensation expense is recognized over the periods the employee performs the related services, generally the vesting period of four years, consistent with the multiple option method described in FASB Interpretation No. 28 (“FIN 28”). Except for Nogatech options assumed as part of the acquisition, no other stock-based employee compensation cost is reflected in net income as all other options granted under our plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

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Fair Value Disclosures

Had compensation cost for the Company’s option and stock purchase plans been determined based on the fair value at the grant dates, as prescribed in SFAS 123, the Company’s net income (loss) and net income (loss) per share for each of the three years ended December 31, 2002, would have been as follows (in thousands, except per share data):

	Year Ended December 31,
	2002			2001			2000
Net income (loss) as reported	$	5,698		$	(36,065	)	$	(20,608	)
Add stock-based employee compensation expense included in reported net income net of related tax effects	292			544			99
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards net of related tax effects	(24,681		)	(21,629		)	(13,342		)
Pro forma loss	$	(18,691	)	$	(57,150	)	$	(33,851	)
Net income (loss) per share:
As reported
Basic	$	0.21		$	(1.38	)	$	(0.91	)
Diluted	$	0.20		$	(1.38	)	$	(0.91	)
Pro forma
Basic	$	(0.69	)	$	(2.18	)	$	(1.50	)
Diluted	$	(0.69	)	$	(2.18	)	$	(1.50	)

The Company provides information regarding the methodology and assumptions used for the above pro forma disclosure in Note 10.

Segment reporting

In 1998, the Company adopted Statement of Financial Accounting Standards No. 131 (“SFAS 131”), “Disclosures about Segments of an Enterprise and Related Information.” The management approach established by SFAS 131 designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. SFAS 131 also requires disclosures about products and services, geographic areas, and major customers. The Company operates in one industry segment comprising the development and marketing of integrated circuits and software products for use in a variety of video and audio products addressing PC and consumer multimedia markets.

Comprehensive income

The Company applies Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income.”

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The following are the components of comprehensive income (loss) (in thousands):

	Year Ended December 31,
	2002		2001			2000
Net income (loss)	$	5,698	$	(36,065	)	$	(20,608	)
Unrealized gain (loss) on marketable securities	514		(1,115		)	(3,853		)
Comprehensive income (loss)	$	6,212	$	(37,180	)	$	(24,461	)

The components of accumulated other comprehensive income (loss) are as follows (in thousands):

	Year Ended December 31,
	2002		2001			2000
Unrealized gain (loss) on marketable securities, net of related taxes	$	508	$	(6	)	$	1,109

Recent accounting pronouncements

In August 2001, the FASB issued SFAS No. 143 (“SFAS 143”), “Accounting for Asset Retirement Obligations”. SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 applies to all entities. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees. SFAS 143 is effective for financial statements issued for fiscal years beginning after June 25, 2002. The Company expects that the initial application of SFAS 143 will not have a material impact on its financial statements.

In April 2002, the FASB issued SFAS No. 145 (“SFAS 145”), “Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS 13, and Technical Corrections.” SFAS 145 rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements,” as well as SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers.” SFAS 145 amends SFAS No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of SFAS 145 will be adopted during fiscal 2003. The Company does not expect that the adoption of SFAS 145 will have a material impact on its financial position, results of operations, or cash flows.

In June 2002, the FASB issued SFAS No. 146 (“SFAS 146”), “Accounting for Exit or Disposal Activities.” SFAS 146 addresses significant issues regarding the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including restructuring activities that are currently accounted for under EITF No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring).” The scope of SFAS 146 also includes costs related to terminating a contract that is not a capital lease and termination benefits that employees who are involuntarily terminated receive under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS 146 will be effective for exit or disposal activities that are initiated after December 31, 2002 and early application is encouraged. The Company will adopt SFAS 146 for its fiscal year beginning January 1, 2003 and does not expect that the adoption will have a material impact on its financial position, results of operations, or cash flows.

In November 2002, the FASB issued FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires that a liability be recorded in the guarantor’s balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a reconciliation of changes in the entity’s product warranty liabilities.  The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees

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issued or modified after December 31, 2002, irrespective of the guarantor’s fiscal year-end.  The disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002.  The Company does not expect that the adoption of FIN 45 will have a material impact on its financial position, results of operations, or cash flows.

In November 2002, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003 The Company does not expect that this will have a material impact on its financial position, results of operations, or cash flows.

In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148 (“SFAS 148”), “Accounting for Stock-Based Compensation, Transition and Disclosure.” SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS 148 are effective for fiscal years ended after December 15, 2002.  The interim disclosure requirements are effective for interim periods beginning after December 15, 2002.  The Company does not expect that the adoption of SFAS 148 will have a material impact on its financial position, results of operations, or cash flows.

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.”  FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company does not expect that the adoption of FIN 46 will have a material impact on its financial position, results of operations, or cash flows.

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NOTE 3 - MARKETABLE SECURITIES

The Company’s portfolio of marketable securities at December 31, 2002 was as follows (in thousands):

	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Corporate bonds	$	130,337	$	733	$	(390	)	$	130,680
Short/Medium term notes	30,609		186		(10		)	30,785
U.S. government securities	3,000		4		—			3,004
Foreign bonds	16,404		103		(62		)	16,445
Marketable equity securities	1,709		—		—			1,709
Total marketable securities	182,059		1,026		(462		)	182,623
Less amounts classified as long-term assets	76,914		438		(197		)	77,155
Total	$	105,145	$	588	$	(265	)	$	105,468

The Company’s portfolio of marketable securities at December 31, 2001 was as follows (in thousands):

	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Corporate bonds	$	123,427	$	992	$	(530	)	$	123,889
Short/Medium term notes	40,948		253		(52		)	41,149
Foreign bonds	7,380		70		—			7,450
Time deposits	3,171		—		—			3,171
Marketable equity securities	1,000		—		(742		)	258
Total marketable securities	175,926		1,315		(1,324		)	175,917
Less amounts classified as long-term assets	85,741		644		(286		)	86,099
Total	$	90,185	$	671	$	(1,038	)	$	89,818

Gross realized gains on the sales of marketable securities were $165,357 in 2002 and insignificant in 2001. Gross realized losses on sales of marketable securities were $103,664 in 2002 and insignificant in 2001.

In 2002, the Company recorded a non-cash loss of $696,000 realized upon the conversion of equity securities in conjunction with the acquisition of an investee as a result of the acquisition by Roxio, Inc. of MGI Software Inc. As of the date of the acquisition, we held approximately 373,000 shares of MGI common stock. Upon consummation of the acquisition, our MGI common stock was exchanged for 18,843 shares of Roxio common stock. In connection with the exchange, we recorded a realized loss of $696,000 and established a new cost basis of our Roxio common stock equal to its fair value on the date of the exchange.

At the end of 2002, the Company recorded $3.6 million in non-cash impairment charges for marketable equity securities that were determined to be other than temporarily impaired as the quoted market price of the related securities dropped below its carrying value for an extended period of time. There were no such impairment charges in 2001.

Interest income on marketable securities was $6.9 million, $9.6 million and $8.8 million for the years ended December 31, 2002, 2001 and 2000, respectively.

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NOTE 4 - BALANCE SHEET COMPONENTS (in thousands):

	December 31,
	2002			2001
Accounts receivable, net:
Trade	$	35,240		$	32,491
Unbilled	1,286			2,802
	36,526			35,293
Less:  allowance	(1,874		)	(1,926		)
	$	34,652		$	33,367

Unbilled accounts receivable consists of development revenue recognized, but not yet billed.  Unbilled development revenue represents revenue recognized under the percentage-of-completion method prior to achievement of the related contract milestones.  The Company bills development revenue when contract milestones are achieved.  During 2002 and 2001, we wrote-off $180,000 and $2.4 million, respectively, against the allowance for doubtful accounts reserve.

	December 31,
	2002			2001
Inventory:
Work-in-process	$	6,365		$	3,119
Finished goods	6,321			12,562
	$	12,686		$	15,681
Property and equipment:
Computer equipment	$	18,608		$	17,717
Office equipment and furniture	1,014			923
Machinery and equipment	672			760
Leasehold improvements	1,010			993
	21,304			20,393
Less:  accumulated depreciation and amortization	(15,456		)	(13,234		)
	$	5,848		$	7,159

Accrued expenses and other liabilities:
Accrued payroll and related expenses	$	4,752	$	4,036
Accrued royalties	2,054		1,883
Taxes payable	5,721		4,350
Deferred revenue	627		1,435
Other accrued liabilities	8,811		5,097
	$	21,965	$	16,801

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NOTE 5 – OTHER INCOME (LOSS), NET

The following table provides the components of other income (loss), net. (in thousands)

	December 31,
	2002			2001		2000
Investment impairment charges on marketable equity securities	$	(3,595	)	$	—	$	—
Investment impairment charges on non-marketable equity securities	(2,450		)	—		—
Realized loss on marketable equity securities	(696		)	—		—
Other income (loss), net	127			151		(51		)
	$	(6,614	)	$	151	$	(51	)

See Note 3 regarding investment impairment charges on marketable equity securities and realized loss on marketable equity securities. See Note 2 regarding investment impairment charges on non-marketable equity securities.

NOTE 6 - GOODWILL AND OTHER INTANGIBLE ASSETS

The Company adopted Financial Accounting Standards Board (“FASB”) Statement No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) as of January 1, 2002. SFAS 142 changed the accounting for goodwill from an amortization method to an impairment only approach. Under SFAS 142, goodwill will be tested annually and whenever events or circumstances occur indicating that goodwill might be impaired. In connection with the adoption of SFAS 142, the Company has performed a transitional goodwill impairment assessment based on its structure as one reporting unit and determined that no impairment existed at January 1, 2002. The Company also completed its annual impairment assessment based on its structure as one reporting unit and determined that no impairment currently exists.

Components of Acquired Intangible Assets (in thousands):

		December 31, 2002				December 31, 2001
	Weighted Avg. Life (Years)	Gross carrying Amount		Accumulated Amortization		Gross carrying Amount		Accumulated Amortization
Amortized intangible assets
Covenant not to compete	3	$	800	$	667	$	800	$	400
Patents	3	900		750		900		450
Core technology	3	8,060		5,874		8,060		3,187
Completed technology	2	10,760		10,760		10,760		6,382
Customer base	3	1,560		1,137		1,560		617
Purchased core technology	4	5,582		63		—		—
Total		$	27,662	$	19,251	$	22,080	$	11,036

For the year ended December 31, 2002, the Company incurred $8.2 million in charges related to the amortization of acquired intangible assets associated with the acquisitions of PixelCam Inc. and Nogatech Inc. in June and October 2000, respectively. In addition, the Company recorded $63,000 in charges related to the amortization of purchased core technology which is classified as cost of product sales. The Company will incur charges of $4.2 million for 2003, $1.3 million each in 2004 and 2005 and approximately $780,000 each in 2006 and 2007 related to the amortization of purchased intangible assets.

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Reconciliation of Net Income (Loss) Excluding Goodwill Amortization (in thousands except per share data):

	Year Ended December 31,
	2002		2001			2000
Net income (loss):
Net income (loss), as reported	$	5,698	$	(36,065	)	$	(20,608	)
Add back goodwill amortization	—		33,536			7,940
Adjusted net income (loss)	$	5,698	$	(2,529	)	$	(12,668	)
Basic net income (loss) per share:
Net income (loss), as reported	$	0.21	$	(1.38	)	$	(0.91	)
Add back goodwill amortization	—		1.28			0.35
Adjusted net income (loss)	$	0.21	$	(0.10	)	$	(0.56	)
Diluted net income (loss) per share:
Net income (loss), as reported	$	0.20	$	(1.38	)	$	(0.91	)
Add back goodwill amortization	—		1.28			0.35
Adjusted net income (loss)	$	0.20	$	(0.10	)	$	(0.56	)

Note 7 - Research and Development Arrangements:

The Company is a party to certain research and development agreements with the Chief Scientist in Israel’s Ministry of Industry and Trade Department (the “Chief Scientist”) and the Israel-United States Binational Industrial Research and Development Foundation (“BIRDF”), which fund up to 50% of incurred project costs for approved products up to specified contract maximums.  The Company is not obligated to repay funding regardless of the outcome of its development efforts; however, these agreements require the Company to use its best efforts to achieve specified results and require the Company to pay royalties at rates of 3% to 5% of resulting products sales, and up to 30% of resulting license revenues, up to a maximum of 100% to 150% of the total funding received.  Reported research and development expenses are net of these grants, which fluctuate from period to period.

Gross research and development expenses and the related grants are as follows:

	Year Ended December 31,
	2002		2001		2000
	(in thousands)
Research and development expenses:
Gross research and development expenses	$	22,083	$	23,210	$	18,961
Less: grants earned	—		—		(333		)
	$	22,083	$	23,210	$	18,628

Royalty expenses related to these grants were $260,000, $502,000, and $299,000 in 2002, 2001 and 2000, respectively.

Note 8 - Development Contracts:

The Company has generated a portion of its total revenues from development contracts, primarily with key customers.  These development contracts have provided the Company with partial funding for the development of certain of its products. The Company classifies costs related to these development contracts as research and development expenses.  The Company is not obligated to repay funding regardless of the outcome of its development efforts; however, the agreements require the Company to use its best efforts to achieve specified results as per the agreements. The Company retains ownership of the intellectual property developed under the contracts; however, some contracts limit the product

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markets in which the Company may directly sell the developed product.  Revenues generated under these contracts were $1.4 million, $4.7 million and $5.1 million in 2002, 2001 and 2000, respectively.

Note 9 – Commitments and contingencies:

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.  In the opinion of management, there are no pending claims of which the outcome is expected to result in a material adverse effect in the financial position or results of operations of the Company.

Lease commitments

The Company rents facilities and equipment under various lease agreements expiring through 2005.  Rent expense for 2002, 2001 and 2000 totaled approximately $1.7 million, $1.5 million and $1.2 million respectively.  Future minimum lease payments required under noncancelable leases at December 31, 2001 are as follows: (in thousands)

Year Ending December 31,
2003	$	1,120
2004	979
2005	464
Total minimum lease payments	$	2,563

In addition, the Company had inventory purchase commitments of $10.2 million at December 31, 2002.

Note 10 - Stockholders’ Equity:

Common Stock

In June 2000, the Company acquired PixelCam, Inc. in exchange for 556,248 shares of Zoran common stock and options to purchase 6,252 shares of Zoran common stock. In October 2000, the Company acquired Nogatech, Inc. in exchange for 3,801,839 shares of Zoran common stock and options to purchase 252,708 shares of Zoran common stock. Both acquisitions were accounted for under the purchase method of accounting (see Note 14). During 2001, the Company repurchased 382,500 shares of its common stock for $3.9 million. On April 21, 2002, the Company’s Board of Directors approved a three-for-two split of our common stock which was effected in the form of a fifty percent stock dividend, paid on May 22, 2002 to stockholders of record on May 7, 2002. All share and per share information for all periods presented in this report are on a post-split basis.

Warrants

In September 1997, in connection with a software license agreement, the Company issued a warrant to purchase 112,500 shares of its Common Stock at an exercise price of $16.21 per share.  The warrant was exercisable for a period of four years from a date beginning one year after the issuance date of the warrant.  The $717,000 estimated value of the warrant, was amortized over the four-year period of the license agreement. In September 2002, the warrant expired.

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Stock option plans

1993 Stock Option Plan

The Company’s 1993 Stock Option Plan (the “1993 Option Plan”) was adopted by the Board of Directors of the Company and approved by the stockholders of the Company in July 1993. A total of 7,755,000 shares of common stock have been reserved for issuance under the 1993 Option Plan.  The 1993 Option Plan provides for grants of options to employees, non-employee directors and consultants.  The 1993 Option Plan is currently being administered by the Compensation Committee of the Board of Directors of the Company, which determines the optionees and the terms of the options granted, including the exercise price, number of shares subject to the option plan and the exercisability thereof.  The option price for shares granted under the 1993 Option Plan is typically equal to the fair market value of the common stock at the date of grant.  The 1993 Option Plan will terminate in July 2003, unless terminated sooner by the Board of Directors.

Generally, options granted under the 1993 Option Plan are fully exercisable on and after the date of grant, subject to the Company’s right to repurchase from an optionee, at the optionee’s original per share exercise price, any unvested shares which the optionee has purchased and holds in the event of the termination of the optionee’s employment, with or without cause.  The Company’s right lapses as shares subject to the option become vested.  Such shares generally vest in monthly installments over two or four years following the date of grant (as determined by the Compensation Committee of the Board of Directors), subject to the optionee’s continuous service.  Options expire ten years from the date of grant and an option shall generally terminate three months after termination of employment.

At December 31, 2002, shares available for grant under this plan were 1,330,000.

2000 Stock Option Plan

The Company’s 2000 Nonstatutory Stock Option Plan (the “2000 Option Plan”) was adopted by the Board of Directors of the Company in October 2000. A total of 450,000 shares of preferred stock were initially reserved for issuance under the 2000 Option Plan. The options to purchase preferred stock automatically converted to options to purchase common stock however, upon the filing of an amendment of the certificate of incorporation of the Company with the Secretary of State of Delaware to effect an increase in the number of authorized shares of common stock to 55,000,000 in October 2000. A total of 5,325,000 shares of common stock have been reserved for issuance under the 2000 Option Plan.  The 2000 Option Plan provides for grants of options to employees or consultants.  The 2000 Option Plan is currently being administered by the Compensation Committee of the Board of Directors of the Company, which determines the optionees and the terms of the options granted, including the exercise price, number of shares subject to the option plan and the exercisability thereof. The 2000 Option Plan was modified in 2001 to allow for exercisability of stock options ahead of vesting subject to the Company’s right to repurchase the associated stock at the option exercise price through the original vesting schedule.  The option price for shares granted under the 2000 Option Plan is typically equal to the fair market value of the common stock at the date of grant. Options expire ten years from the date of grant and an option shall generally terminate three months after termination of employment.  The 2000 Option Plan will terminate in October 2010, unless terminated sooner by the Board of Directors.

At December 31, 2002, shares available for grant under this plan were 1,579,000.

1995 Outside Directors Stock Option Plan

The Company’s Outside Directors Stock Option Plan (the “Directors Plan”) was adopted by the Company’s Board of Directors in October 1995, and was approved by its stockholders in December 1995.  A total of 525,000 shares of Common Stock have been reserved for issuance under the Directors Plan.  The Directors Plan provides for the grant of nonstatutory stock options to nonemployee directors of the Company.  The Directors Plan provides that each new nonemployee director will automatically be granted an option to purchase 30,000 shares on the date the optionee first becomes a nonemployee director (the “Initial Grant”).  Thereafter, on the date immediately following each annual

57

stockholders’ meeting, each nonemployee director who is reelected at the meeting to an additional term shall be granted an additional option to purchase 15,000 shares of Common Stock if, on such date, he or she shall have served on the Company’s Board of Directors for at least six months (the “Annual Grant”).  The Initial Grant is exercisable in four equal annual installments, and each Annual Grant shall become exercisable in full one year after the date of grant, subject to the director’s continuous service.  The exercise price of all stock options granted under the Directors Plan is equal to the fair market value of the Company’s Common Stock on the date of grant.  Options granted under the Directors Plan have a term of ten years.

At December 31, 2002 shares available for grant under this plan were 160,000.

The following table summarizes the Company’s stock option activity for the years ended December 31, 2002, 2001 and 2000.  The weighted average exercise price for each category presented is also shown in the table below:

	Year Ended December 31,
	2002				2001				2000
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period	5,359,152		$	15.44	3,959,575		$	15.97	2,898,834		$	7.48
Assumed	—				—				252,708		7.59
Granted	2,722,500		14.18		2,964,135		13.29		1,960,575		25.49
Exercised	(584,740	)	9.17		(853,338	)	6.62		(727,295	)	4.56
Canceled	(443,370	)	15.77		(711,220	)	20.03		(425,247	)	16.64
Options outstanding at period end	7,053,542		15.45		5,359,152		15.44		3,959,575		15.97
Options exercisable at period end	7,053,542				5,359,152				3,612,150

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Significant option groups outstanding as of December 31, 2002 and the related weighted average exercise price and contractual life information, are as follows:

	Options Outstanding and Exercisable
Exercise Price	Number	Weighted Average Exercise Price		Weighted Average Contractual Life (Years)
$   0.09 - $11.52	2,107,324	$	9.00	7.5
$ 11.54 - $12.36	1,770,328	12.33		9.6
$ 12.96 - $20.57	1,444,102	15.73		8.4
$ 20.95 - $27.33	1,498,292	25.41		8.1
$ 27.50 - $41.33	233,496	31.78		7.7
	7,053,542	15.45		8.4

The weighted average grant date fair value of options granted during the years ended December 31, 2002, 2001 and 2000 as defined by SFAS 123, were $11.55, $10.80 and $22.79 per share, respectively.

1995 Employee Stock Purchase Plan

The Company’s 1995 Employee Stock Purchase Plan (“ESPP”) was adopted by the Company’s Board of Directors in October 1995, and approved by its stockholders in December 1995.  The ESPP enables employees to purchase shares through payroll deductions at approximately 85% of the lesser of the fair value of Common Stock at the beginning of a 24-month offering period or the end of each six-month segment within such offering period.  The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the U.S. Internal Revenue Code.  During the years ended December 31, 2002 and 2001, 107,596 and 98,010 shares were purchased by employees under the terms of the plan agreements at a weighted average price of $12.94 and $12.43 per share, respectively.  At December 31, 2002, 201,985 shares were reserved and available for issuance under this plan.

The weighted average grant date fair value of rights granted during the year ended December 31, 2002, 2001 and 2000 as defined by SFAS 123, was $8.47, $7.81 and $11.51 per share, respectively.

For the Fair Value disclosure in Note 2 and as required under Statement of Financial Accounting Standards No. 123 (“SFAS 123”), Accounting for Stock-Based Compensation” the fair value of each option grant is estimated on the date of grant using the Black Scholes model with the following assumptions used for options and purchase grants during the applicable period.

	Year Ended December 31,
	2002		2001		2000
Dividend rate	0.0	%	0.0	%	0.0	%
Risk-free interest rates	2.9 to 4.7	%	3.9 to 4.9	%	5.2 to 6.7	%
Volatility	92.0	%	90.0	%	91.0	%
Expected life
Option plans	5	years	5	years	5	years
Purchase plan	0.5	years	0.5	years	0.5	years

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Note 11 - EARNINGS PER SHARE:

A reconciliation of the numerators and the denominators of the basic and diluted per share computation are as follows (in thousands):

	2002					2001							2000
				Per Share Amount						Per Share Amount							Per  Share Amount
	Income		Shares			Income			Shares				Income			Shares
	(Numerator)		(Denominator)			(Numerator)			(Denominator)				(Numerator)			(Denominator)
Basic EPS:
Net income (loss)	$	5,698	27,095	$	0.21	$	(36,065	)	26,190	$	(1.38	)	$	(20,608	)	22,605	$	(0.91	)
Effects of  dilutive  securities:
Stock options	—		1,523			—			—				—			—
Warrants	—		11			—			—				—			—
Diluted EPS:
Net income (loss)	$	5,698	28,629	$	0.20	$	(36,065	)	26,190	$	(1.38	)	$	(20,608	)	22,605	$	(0.91	)

Stock options and a warrant to purchase 5,472,000 and 4,073,000 shares of common stock were outstanding at December 31, 2001 and 2000 respectively, but were not included in the weighted average diluted earnings per share calculation as they were antidilutive. All shares for the respective periods presented in the above table have been adjusted for the three-for-two stock split of our common stock effected in May of 2002.

Note 12 - INCOME TAXES:

The components of income before income taxes are as follows:

	Year Ended December 31,
	2002		2001			2000
	(in thousands)
U.S.	$	2,788	$	(33,478	)	$	(25,941	)
Foreign	4,482		(1,322		)	7,303
	$	7,270	$	(34,800	)	$	(18,638	)

The components of the provision for income taxes are as follows:

	Year Ended December 31,
	2002		2001		2000
	(in thousands)
Current:
U.S.	$	179	$	927	$	267
State	89		115		827
Foreign	1,304		223		876
Total current	1,572		1,265		1,970
Deferred	—		—		—
Total	$	1,572	$	1,265	$	1,970

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The tax provision differs from the amounts obtained by applying the statutory U.S. Federal Income Tax Rate to income taxes as shown below.

Tax provision difference

	Year Ended December 31,
	2002			2001			2000
	(in thousands)
Tax at U.S. statutory rate	$	4,408		$	(11,832	)	$	(6,337	)
Utilization of net operating loss carryovers	(1,078		)	—			(2,075		)
Foreign Earnings	(2,555		)	(213		)	(635		)
State taxes net of federal benefit	(152		)	416			443
Other differences not benefited	751			1,640			433
Permanent differences	—			16			(72		)
Alternative minimum tax	198			208			122
In-process research and development	—			—			7,428
Non-deductible goodwill amortization	—			11,251			2,663
Other	—			(221		)	—
	$	1,572		$	1,265		$	1,970

Deferred income tax assets comprise the following:

	Year Ended December 31,
	2002			2001			2000
	(in thousands)
Deferred tax assets
Federal and state net operating loss carryforwards	$	12,117		$	16,865		$	18,605
Capitalized research and development expenses	—			—			543
Nondeductible reserves and accruals	2,855			2,154			1,841
Total deferred tax assets	14,972			19,019			20,989
Deferred tax liabilities
Intangible assets	(1,889		)	(4,858		)	(8,468			)
Total deferred tax assets	(1,889		)	(4,858		)	(8,468			)
Net deferred tax assets	13,083			14,161			12,521
Valuation allowance	(13,083		)	(14,161		)	(12,521			)
	$	—		$	—		$		—

As of December 31, 2002, the Company had net operating losses (“NOLs”) of approximately $34.0 million for federal and $4.0 million for state tax reporting purposes. The federal NOLs expire on various dates between 2003 and 2020. The State NOLs expire between 2005 and 2008.  Management has recorded a full valuation allowance against all U.S. deferred tax assets on the basis that significant uncertainty exists regarding the realizability of the assets.

Pursuant to the Tax Reform Act of 1986, the amounts of and the benefit from NOLs that can be carried forward may be impaired or limited in certain circumstances, including a cumulative stock ownership change of more than 50% over a three-year period.  The Company’s initial public offering resulted in a cumulative change of ownership of greater than

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50%.  Accordingly, the Company’s NOLs incurred prior to the completion of the IPO that can be utilized to reduce future taxable income for federal tax purposes will be limited to approximately $3.0 million per year.

The Company’s Israeli subsidiary has been granted the status of an “Approved Enterprise” pursuant to the Israeli law for the Encouragement of Capital Investments, 1959, as amended.  The Company has six approved programs pursuant to this law.  The first program was approved in 1984.  Income subject to this program is taxed at an annual rate of 10% from the first year in which the enterprise generates taxable income (net of NOLs).  Benefits under the first program expired in 1997.  The second program was approved in 1991.  Income subject to this program is exempt from tax for two years from the first year in which the Company has taxable income (net of NOLs) and is taxed at a rate of 10% thereafter.  Benefits under the second program expire in 2003.  The third program was approved in 1995.  Income subject to this program is exempt from tax for four years from the first year in which the Company has taxable income (net of NOLs) and is taxed at a rate of 10% during the remaining period of six years.  The fourth program was approved in 1997.  Income subject to this program is exempt from tax for two years from the first year in which the Company has taxable income (net of NOLs) and is taxed at a rate of 10% during the remaining period of eight years.  Benefits under the third and the fourth program are limited to fourteen years from approval or twelve years from commencement of production. The fifth program was approved in 2000. Income subject to this program is exempt from tax for two years from the first year in which the Company has taxable income (net of NOLs) and is taxed at a rate of 10% during the remaining period of eight years. The sixth program was approved in 2001. Income subject to this program is exempt from tax for two years from the first year in which the Company has taxable income (net of NOLs) and is taxed at a rate of 10% during the remaining period of eight years. The net impact of the tax holidays was an increase in net income of $369,000 in fiscal 2002 and $635,000 in fiscal 2000, and an increase in net income per share of $0.01 and $0.03 in 2002 and 2000 respectively. There was no impact for tax holidays in 2001.

Note 13 - SEGMENT REPORTING:

The Company operates in one industry segment comprising the design, development, manufacture and sale of integrated circuits.  The following is a summary of the Company’s operations:

Sales to customers located in:

	Year Ended December 31,
	2002		2001		2000
	(in thousands)
Pacific Rim	$	140,602	$	90,137	$	51,985
Europe	4,514		9,805		12,951
United States	4,001		7,767		14,735
	$	149,117	$	107,709	$	79,671

	December 31,
	2002		2001
	(in thousands)
Identifiable assets:
U.S.	$	311,551	$	299,026
Israel	31,065		32,318
Total	$	342,616	$	331,344

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Significant customers are as follows:

	Year Ended December 31,
	2002		2001		2000
Customers comprising 10% or more of the Company’s total revenues for the period indicated:
A	37	%	29	%	25	%
B	—		12	%	—

NOTE 14 – ACQUISITION AND DISPOSITION OF ASSETS:

PixelCam: On June 29, 2000, the Company acquired PixelCam, Inc. (“PixelCam”), a manufacturer of megapixel CMOS image sensors, in exchange for 556,248 shares of Zoran common stock and options to purchase 6,252 shares of Zoran common stock with an aggregate value of $24.6 million. The common stock issued includes 185,418 shares of restricted stock subject to repurchase by the Company exchanged for restricted stock of PixelCam. The restrictions and vesting periods of the PixelCam shares were maintained and will apply to the converted shares of the Company. The agreement also included shares that were contingently issuable to former PixelCam shareholders upon achievement of certain milestones. These milestones were not met and therefore no additional shares will be issued. The common stock issued was valued using the average of the market price per share of the Company’s common stock for the three trading days prior to the date the acquisition was consummated. The options were valued using the Black-Scholes valuation model. The results of operations of PixelCam are included in the Company’s financial statements from the date of acquisition.

The acquisition was accounted for under the purchase method of accounting.  The Company had a valuation performed of the in-process research and development and the intangible assets acquired.  The allocation of the purchase price based on independent appraisal and estimates of fair value and including acquisition costs of  $575,000, is as follows (in thousands):

Net tangible assets		$	419
In-process research and development		6,769
Goodwill and other intangible assets:
Goodwill	15,956
Covenant not to compete	800
Patents	900
Acquired employees	380
		18,036
Net assets acquired		$	25,224

The net tangible assets acquired were comprised primarily of property and equipment, inventory, and cash offset by accrued liabilities. The acquired in-process research and development was written-off in the second quarter of 2000. The estimated weighted average useful life of the intangible assets for purchased technology, covenant not to compete, acquired employees, patents and residual goodwill, created as a result of the acquisition of PixelCam, is approximately three years.

The allocation of $6.8 million of the purchase price to the acquired in-process research and development has been determined by identifying the research project for which technological feasibility had not been established and no

63

alternative future uses existed. The value was determined by estimating the expected cash flows from the project once commercially viable, discounting the net cash flows back to their present value, and then applying a percentage of completion to the calculated value as defined below.

NET CASH FLOWS.  The net cash flows from the identified project was based on estimates of revenues, cost of sales, research and development costs, selling, general and administrative costs, and income taxes from the project. These estimates were based on the assumptions discussed below. The research and development costs excluded costs to bring the acquired in-process project to technological feasibility.

The estimated revenues were based on management projections of the acquired in-process project. The business projections were compared with and found to be in line with industry analysts’ forecasts of growth in substantially all of the relevant markets. Estimated total revenues from the acquired in-process research and development product are expected to peak in fiscal 2002 and decline in fiscal 2003 as other new products are expected to become available. These projections were based on estimates of market size and growth, expected trends in technology, and the nature and expected timing of new product introductions by the Company and its competitors.

Projected gross margins as well as selling, general and administrative costs were based on management’s estimates.

DISCOUNT RATE.  Discounting the net cash flows back to their present value was based on the cost of capital for well managed venture capital funds which typically have similar risks and returns on investments. The cost of capital used in discounting the net cash flows from acquired in-process research was 25%.

PERCENTAGE OF COMPLETION.  The percentage of completion was determined using costs incurred by PixelCam prior to the acquisition date compared to the remaining research and development to be completed to bring the project to technological feasibility. The Company estimated, as of the acquisition date, the project was 62% complete and the estimated costs to complete the project were approximately $4.1 million.

The Company has completed the project and the related IC began shipping in the third quarter of 2001.

Nogatech: On October 26, 2000, the Company acquired Nogatech, Inc. (“Nogatech”), a manufacturer of integrated circuits that establish connections between video devices and computers as well as connections between video devices across a variety of networks, in exchange for 3,801,839 shares of Zoran common stock with a fair value of $154.4 million and options to purchase 252,708 shares of Zoran common stock with a fair value of $9.2 million. The common stock issued was valued using the average of the market price per share of the Company’s common stock on the date the proposed merger was announced and the three trading days before and two trading days subsequent to the date of the announcement. The options were valued using the Black-Scholes valuation model. The results of operations of Nogatech are included in the Company’s financial statements from the date of acquisition.

The acquisition was accounted for under the purchase method of accounting.  The Company had a valuation performed of the in-process research and development and the intangible assets acquired.  The allocation of the purchase price

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based on independent appraisal and estimates of fair value including acquisition costs of approximately $1.5 million is as follows (in thousands):

Net tangible assets		$	44,246
In-process research and development		15,078
Deferred compensation for unvested options		1,018
Goodwill and other intangible assets:
Goodwill	83,571
Core technology	8,060
Completed technology	10,760
Assembled workforce	700
Customer base	1,560
		104,651
Net assets acquired		$	164,993

The net tangible assets acquired were comprised primarily of cash, inventory, and prepaid expense offset by accrued liabilities. The acquired in-process research and development was written-off in the fourth quarter of 2000. The intangible assets for core technology, assembled workforce, customer base and residual goodwill, created as a result of the acquisition of Nogatech will be amortized on a straight line basis over their estimated useful lives of three years. The completed technology will be amortized on a straight line basis over its estimated useful life of two years.

The allocation of $15.1 million of the purchase price to the acquired in-process research and development has been determined by identifying the research project for which technological feasibility had not been established and no alternative future uses existed. The value was determined by estimating the expected cash flows from the project once commercially viable, discounting the net cash flows back to their present value, and then applying a percentage of completion to the calculated value as defined below.

NET CASH FLOWS.  The net cash flows from the identified project was based on estimates of revenues, cost of sales, research and development costs, selling, general and administrative costs, and income taxes from the project. These estimates were based on the assumptions discussed below. The research and development costs excluded costs to bring the acquired in-process project to technological feasibility.

The estimated revenues were based on management projections of the acquired in-process project. The business projections were compared with and found to be in line with industry analysts’ forecasts of growth in substantially all of the relevant markets. Estimated total revenues from the acquired in-process research and development product are expected to peak in fiscal 2006 and decline in fiscal 2007 as other new products are expected to become available. These projections were based on estimates of market size and growth, expected trends in technology, and the nature and expected timing of new product introductions by the Company and its competitors.

Projected gross margins as well as selling, general and administrative costs were based on management’s estimates.

DISCOUNT RATE.  Discounting the net cash flows back to their present value was based on the cost of capital for well managed venture capital funds which typically have similar risks and returns on investments. The cost of capital used in discounting the net cash flows from acquired in-process research was 25%.

PERCENTAGE OF COMPLETION.  The percentage of completion was determined using costs incurred by Nogatech prior to the acquisition date compared to the remaining research and development to be completed to bring the project to technological feasibility. The Company estimated, as of the acquisition date, the project was 60% complete and the estimated costs to complete the project were approximately $1.2 million.

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The in-process research and development project acquired from Nogatech relates to MPEG 4 technology to be used in video streaming applications. Our marketing plan at the time of the acquisition indicated that the market that we serve would demand products incorporating this technology beginning in the 2002 to 2003 timeframe. We now believe that our target market will not require this technology until 2004 due to market-related pricing considerations. The delay in the project will shift projected cash flows out by approximately one to two years. We estimate that this project will take approximately one year to complete and will cost approximately $1 million. Completion of this project remains a significant risk to the Company due to the remaining effort to achieve technical feasibility, rapidly changing customer markets and significant competitive threats from other companies. Failure to bring related products to market in a timely manner could adversely impact sales and profitability of the Company in the future. Additionally, the value of the intangible assets acquired may become impaired.

Unaudited pro forma results

The unaudited pro forma information below assumes that PixelCam and Nogatech had been acquired on January 1, 2000 and includes the effect of amortization of goodwill and other identified intangibles from that date. The impact of charges for in-process research and development has been excluded. This information is presented for informational purposes only and is not necessarily indicative of the results of future operations or results that would have been achieved had the acquisition taken place at the beginning of the period presented.

(in thousands, except per share amounts)	Twelve Months Ended December 31, 2000
Net revenues	$	88,136
Net loss	$	(43,666	)
Basic and diluted loss per common share	$	(2.43	)

NOTE 15 - RELATED-PARTY TRANSACTIONS:

In January 1996, the Company spun off its wholly-owned subsidiary, Oren Semiconductor, to the Company’s stockholders. One of the Company’s directors is also a member of Oren’s board of directors. The Company has no ownership interest in Oren.

In December 2002, the Company entered into a technology license agreement with Oren. Under the license arrangement the Company agreed to pay Oren a license fee totaling $675,000.  There are no royalties associated with this agreement.

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ZORAN CORPORATION

SELECTED QUARTERLY FINANCIAL INFORMATION
(Unaudited)

	Quarters Ended
	Dec 31, 2002			Sept 30, 2002			June 30, 2002			March 31, 2002			Dec 31, 2001			Sept 30, 2001			June 30, 2001			March 31, 2001
	(in thousands, except per share data)
Revenues:
Product sales	$	36,196		$	43,814		$	32,199		$	29,105		$	33,099		$	28,976		$	20,622		$	17,315
Software, licensing and development	3,780			243			1,795			1,985			2,669			1,448			1,302			2,278
Total revenues	39,976			44,057			33,994			31,090			35,768			30,424			21,924			19,593
Cost and expenses:
Cost of product sales	22,164			25,349			20,559			18,832			21,665			18,971			13,228			10,876
Research and development	5,161			5,880			5,521			5,521			6,110			5,210			5,922			5,968
Selling, general and administrative	6,514			6,697			5,905			5,740			5,511			5,416			5,160			5,243
Amortization of intangible assets	1,234			2,319			2,445			2,445			2,424			2,424			2,425			2,424
Amortization of goodwill	—			—			—			—			8,384			8,384			8,384			8,384
Total costs and expenses	35,073			40,245			34,430			32,538			44,094			40,405			35,119			32,895
Operating income (loss)	4,903			3,812			(436		)	(1,448		)	(8,326		)	(9,981		)	(13,195		)	(13,302		)
Interest income	1,546			1,684			1,766			2,057			2,237			2,451			2,587			2,578
Other income (loss), net (1)	(6,094		)	(8		)	86			(598		)	4			(39		)	19			167
Income (loss) before taxes	355			5,488			1,416			11			(6,085		)	(7,569		)	(10,589		)	(10,557		)
Provision for income taxes	159			781			386			246			708			486			28			43
Net income (loss)	$	196		$	4,707		$	1,030		$	(235	)	$	(6,793	)	$	(8,055	)	$	(10,617	)	$	(10,600	)
Net income (loss) per share:
Basic	$	0.01		$	0.17		$	0.04		$	(0.01	)	$	(0.26	)	$	(0.31	)	$	(0.41	)	$	(0.41	)
Diluted	$	0.01		$	0.17		$	0.04		$	(0.01	)	$	(0.26	)	$	(0.31	)	$	(0.41	)	$	(0.41	)
Shares used to compute basic net income (loss) per share	27,284			27,150			27,054			26,774			26,534			26,253			25,895			25,971
Shares used to compute diluted net income (loss) per share	28,462			28,089			28,923			26,774			26,534			26,253			25,895			25,971

(1) Includes $6.0 million in investment impairment charges for the quarter ended December 31, 2002.  See Note 5.

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Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

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PART III

Certain information required by Part III is omitted from this report in that the Company intends to file its definitive proxy statement pursuant to Regulation 14A (the “Proxy Statement”) not later than 120 days after the end of the fiscalyear covered by this report and certain information therein is incorporated herein by reference.

Item 10.     Directors and Executive Officers of the Registrant.

The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the heading “Proposal No. 1 — Election of Directors” and in Part I of this Report under the heading “Executive Officers of the Registrant.”

The information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to information set forth in the Proxy Statement under the heading “Section 16(a) Beneficial Ownership Reporting Compliance.”

Item 11.     Executive Compensation.

The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the heading “Executive Compensation.”

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the headings

“Principal Stockholders and Share Ownership by Management” and “Equity Compensation Plan Information.”

Item 13.     Certain Relationships and Related Transactions.

The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the headings “Certain Transactions.”

Item 14.     Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Within 90 days prior to the date of filing of this Report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in the reports we file under the Exchange Act, within the time periods specified in the SEC’s rules and forms.

(b) Changes in Internal Controls.

There have been no significant changes in our internal controls, or in other factors that could significantly affect our internal controls subsequent to the date of the evaluation described above.

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PART IV

Item 15.     Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)	The following documents are filed as a part of this report:
	(1)	Financial Statements:
		See Index to Consolidated Financial Statements at page 39 of this report.
	(2)	Financial Statement Schedules:
		All financial statement schedules are omitted because they are not applicable or not required, or because the required information is included in the Consolidated Financial Statements and Notes thereto which are included herein.
	(3)	Exhibits:
		The exhibits listed on the accompanying Exhibit Index are filed as part of, or are incorporated by reference into, this report.
(b)	Reports on Form 8-K during the quarter ended December 31, 2002:
		None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 31, 2003	ZORAN CORPORATION
	By:	/s/ Levy Gerzberg
		Levy Gerzberg, President and Chief Executive Officer

Pursuant to the requirements of the Security Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Levy Gerzberg	President, Chief Executive Officer and Director	March 31, 2003
Levy Gerzberg	(Principal Executive Officer)
/s/ Karl Schneider	Vice President, Finance and Chief Financial Officer	March 31, 2003
Karl Schneider	(Principal Financial and Accounting Officer)
/s/ Uzia Galil	Chairman of the Board of Directors	March 31, 2003
Uzia Galil
/s/ James D. Meindl	Director	March 31, 2003
James D. Meindl
/s/ Arthur B. Stabenow	Director	March 31, 2003
Arthur B. Stabenow
/s/ Philip M. Young	Director	March 31, 2003
Philip M. Young

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CERTIFICATION OF
CHIEF EXECUTIVE  OFFICER

I, Levy Gerzberg, certify that:

1.             I have reviewed this annual report on Form 10-K of Zoran Corporation;

2.             Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with a respect to the period covered by this annual report;

3.             Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b)evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c)presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.             The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Levy Gerzberg

Levy Gerzberg

President and
Chief Executive Officer

Dated:  March 31, 2003

72

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

I, Karl Schneider, certify that:

1.             I have reviewed this annual report on Form 10-K of Zoran Corporation;

2.             Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with a respect to the period covered by this annual report;

3.             Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b)evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c)presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.             The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Karl Schneider

Karl Schneider

Vice President and
Chief Financial Officer

Dated:  March 31, 2003

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EXHIBIT INDEX

Exhibit Title

Exhibit Number
3.1(1)	Form of Restated Certificate of Incorporation of the Registrant.
3.2(2)	Amended Bylaws of the Registrant.
4.1(3)	Amended and Restated Stock Rights Agreement dated July 30, 1993 among the Registrant and certain of its stockholders, as amended.
*10.1(4)	1993 Stock Option Plan, as amended.
*10.2(4)	1995 Outside Directors Stock Option Plan.
*10.3(4)	Amended and Restated 1995 Employee Stock Purchase Plan.
*10.4(3)	Form of Indemnity Agreement for officers and directors.
10.7(3)	Letter Agreement dated December 16, 1991 between the Registrant and Dolby Laboratories Licensing Corporation, as amended.
10.11(3)	Lease Agreement dated October 1, 1992 between the Registrant’s subsidiary, Zoran Microelectronics Ltd. (“ZML”), and Matam-Haifa Scientific Industries Center Ltd. (“Matam”).
†10.12(3)	License Agreement for ZR33891 Digital Filter Processor dated June 8, 1995 between the Registrant and Atmel Corporation (“Atmel”).
†10.13(3)	License Agreement for ZR34325 Vector Signal Processor dated June 8, 1995 between the Registrant and Atmel.
†10.14(3)	Cooperation and Project Funding Agreement dated June 16, 1991 between ZML and the Israel-United States Binational Industrial Research and  Development Foundation (“BIRDF”).
†10.15(3)	Cooperation and Project Funding Agreement dated June 9, 1992 between ZML and BIRDF.
10.16(3)	Note of Approval No. 17391 dated September 5, 1994 issued to ZML by the Office of Chief Scientist, Head of the Industrial Research and Development Administration of the Israeli Ministry of Industry and Trade (the “Chief Scientist”), together with ZML’s Letter of Undertaking dated September 4, 1994.
10.17(3)	Note of Approval No. 17337 dated September 5, 1994 issued to ZML by the Chief Scientist, together with ZML’s Letter of Undertaking dated September 4, 1994.
10.18(3)	Loan Agreements dated July 25, 1995, August 1, 1995, August 15, 1995, August 31, 1995 and November 1, 1995 between ZML and the Israel Discount Bank.
10.29(5)	Summary of Discussion dated April 23, 1996 between ZML and Matam regarding Lease Agreement dated October 1, 1992 between ZML and Matam.

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10.30(6)	Memorandum of Understanding Dated April 23, 1996 between ZML and IBM Israel Ltd. regarding Lease Agreement dated October 1, 1992 between ZML and Matam.
10.33(7)	Sub-Sublease dated April 1, 1997 between the Registrant and Integrated Silicon Solutions, Inc.
10.35(8)	Agreement for Purchase and Sale of Assets between the Registrant and MGI Software Corp. dated June 15, 1999.
10.36(9)	Unprotected Tenancy Agreement dated September 16, 1997 between ZML and Matam, together with Appendix Addendum to Unprotected Tenancy Agreement of 16.9.97.
10.37(1)	Addendum to sub-sublease dated April 1, 1997 between the Registrant Integrated Silicon Solution, Inc.
10.38(10)	Form of Amendment of Nonstatutory Stock Option Agreement for Outside Directors.
*10.39	2000 Nonstatutory Stock Option Plan.
*10.40	Executive Retention and Severence Plan.
21.1	List of subsidiaries of the Registrant.
23.1	Consent of PricewaterhouseCoopers LLP.
99.1	Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Constitutes a management contact or compensatory plan required to be filed pursuant to Item 14(c) of Form 10-K.
†	Confidential treatment has been granted as to a portion of this Exhibit.
(1)	Incorporated by reference to identically numbered exhibit to Registrant’s Form 10-K Annual Report for the year ended December 31, 2000.
(2)	Incorporated by reference to Exhibit 3.3 to Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30, 1998.
(3)	Incorporated by reference to identically numbered exhibit to the 1995 Registration Statement.
(4)	Incorporated by reference to identically numbered exhibit to Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2002.
(5)	Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 1996 (the “June 1996 Form 10-Q”).
(6)	Incorporated by reference to Exhibit 10.2 to the June 1996 Form 10-Q.
(7)	Incorporated by reference to identically numbered exhibit to Registrant’s Form 10-Q Quarterly Report for the quarter ended March 31, 1997.
(8)	Incorporated by reference to identically numbered exhibit to Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 1999.
(9)	Incorporated by reference to identically numbered exhibit to Registrant’s Form 10-K Annual Report for the year ended December 31, 1999.
(10)	Incorporated by reference to identically numbered exhibit to Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2001.

75

EX-10.39

Exhibit 10.39

ZORAN CORPORATION

2000 NONSTATUTORY STOCK OPTION PLAN

Amended Through January 30, 2002

1.             Purposes of the Plan.  The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees and Consultants of the Company and its Subsidiaries, and to promote the success of the Company’s business.  Options granted hereunder shall be Nonstatutory Stock Options.

2.             Definitions.  As used herein, and in any Option granted hereunder, the following definitions shall apply:

(a)           “Board” shall mean the Board of Directors of the Company.

(b)           “Code” shall mean the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(c)           “Common Stock” shall mean the Common Stock of the Company.

(d)           “Company” shall mean Zoran Corporation, a Delaware corporation.

(e)           “Committee” shall mean the Committee appointed by the Board in accordance with paragraph (a) of Section 4 of the Plan.  If the Board does not appoint or ceases to maintain a Committee, the term “Committee” shall refer to the Board.

(f)            “Consultant” shall mean any independent contractor retained to perform services for the Company or any Parent or Subsidiary.

(g)           “Continuous Service” shall mean the absence of any interruption or termination of service with the Company, a successor of the Company or any Parent or Subsidiary, whether in the capacity of an Employee or a Consultant.  Continuous Service shall not be considered interrupted (i) during any period of sick leave, military leave or any other leave of absence approved by the Board, (ii) in the case of transfers between locations of the Company or between the Company and any Parent, Subsidiary or successor of the Company, or (iii) merely as a result of a change in the capacity in which the Optionee renders such service provided that no interruption or termination of the Optionee’s service occurs.

(h)           “Conversion Date” shall mean the effective date of a certificate of amendment of the Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware to effect an increase in the number of authorized shares of Common Stock by an amount at least equal to the maximum aggregate number of Shares authorized for issuance under the Plan as provided in Section 3.

(i)            “Employee” shall mean any person employed by the Company or any Parent or Subsidiary.

(j)            “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(k)           “Nonstatutory Stock Option” shall mean an Option that is not intended to be an incentive stock option within the meaning of Section 422 of the Code.

(l)            “Option” shall mean a stock option granted pursuant to the Plan.

(m)          “Option Agreement” shall mean a written agreement between the Company and the Optionee regarding the grant and exercise of Options to purchase Shares and the terms and conditions thereof as determined by the Committee pursuant to the Plan.

(n)           “Optioned Shares” shall mean the Shares subject to an Option.

(o)           “Optionee” shall mean an Employee or Consultant who receives an Option.

(p)           “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined by Section 424(e) of the Code.

(q)           “Plan” shall mean this 2000 Nonstatutory Stock Option Plan.

(r)            “Preferred Stock” shall mean the Series A Preferred Stock of the Company.

(s)           “Securities Act” shall mean the Securities Act of 1933, as amended.

(t)            “Share” shall mean (i) prior to the Conversion Date, a share of Preferred Stock, as adjusted in accordance with Section 11, and (ii) on and after the Conversion Date, a share of Common Stock, as adjusted in accordance with Section 11.

(u)           “Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.             Stock Subject to the Plan.

(a)           Maximum Number of Shares Issuable.  Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan shall be five million three hundred twenty-five thousand (5,325,000).  If an Option expires or becomes unexercisable for any reason without having been exercised in full, the Shares which were subject to the Option but as to which the Option was not exercised shall, unless the Plan shall have been terminated, become available for other Option grants under the Plan.

(b)           Conversion of Shares on Conversion Date.  Prior to the Conversion Date, the Shares issuable under the Plan as set forth in Section 3(a) and under each outstanding Option shall consist of authorized but unissued or reacquired shares of Preferred Stock.  On the Conversion Date, the Shares issuable under the Plan and under each then outstanding Option shall automatically convert into and thereafter shall consist solely of that number of the authorized but unissued or reacquired shares of Common Stock into which the number of shares of Preferred Stock issuable under the Plan in accordance with Section 3(a) or under such outstanding Option, as the case may be, are convertible in accordance with their terms.

4.             Administration of the Plan.

(a)           Procedure.  The Plan shall be administered by the Board.  The Board may appoint a Committee consisting of one or more members of the Board to administer the Plan, subject to such terms and conditions as the Board may prescribe.  Once appointed, the Committee shall continue to serve until otherwise directed by the Board.  From time to time, the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and, thereafter, directly administer the Plan.  Any action which may be taken by the Committee under the Plan may instead be taken by the Board, and each reference herein to the Committee shall be deemed to refer also to the Board.

2

The Committee shall meet at such times and places and upon such notice as the chairperson determines.  A majority of the Committee shall constitute a quorum.  Any acts by the Committee may be taken at any meeting at which a quorum is present and shall be by majority vote of those members entitled to vote.  Additionally, any acts reduced to writing or approved in writing by all of the members of the Committee shall be valid acts of the Committee.

(b)           Powers of the Committee.  Subject to the provisions of the Plan, the Committee shall have the authority:  (i) to determine, upon review of relevant information, the fair market value of the Shares; (ii) to determine the exercise price of Options to be granted, the Employees or Consultants to whom and the time or times at which Options shall be granted, and the number of Shares to be represented by each Option; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) to determine the terms and provisions of each Option (which need not be identical) and, with the consent of the holder thereof, to modify or amend any Option; (vi) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option; (vii) to accelerate or (with the consent of the Optionee) defer an exercise date of any Option; and (viii)  to make all other determinations deemed necessary or advisable for the administration of the Plan.

(c)           Effect of Committee’s Decision.  All decisions, determinations and interpretations of the Committee shall be final and binding on all potential or actual Optionees, any other holder of an Option or other equity security of the Company and all other persons.

5.             Eligibility and Option Limitations.

(a)           Persons Eligible for Options.  Options under the Plan may be granted only to Employees or Consultants whom the Committee, in its sole discretion, may designate from time to time.  For purposes of the foregoing sentence, “Employees” and “Consultants” shall include prospective Employees and prospective Consultants to whom Options are granted in connection with written offers of employment or other service relationship.  However, notwithstanding any other provision herein to the contrary, no person shall be eligible to be granted an Option under the Plan whose eligibility would require approval of the Plan by the stockholders of the Company under any law or regulation or the rules of any stock exchange or market system upon which shares of Common Stock may then be listed.  If not inconsistent with any such law, regulation or rule, an Option may be granted to a person, not previously employed by the Company, as an inducement essential to entering into an employment contract with the Company.  An Employee who has been granted an Option, if he or she is otherwise eligible, may be granted an additional Option or Options

(b)           No Right to Continuing Employment.  Neither the establishment nor the operation of the Plan shall confer upon any Optionee or any other person any right with respect to continuation of employment or other service with the Company (or any Parent or Subsidiary), nor shall the Plan interfere in any way with the right of the Optionee or the right of the Company (or any Parent or Subsidiary) to terminate such employment or service at any time.

(c)           Option Repricing.  No Option shall be repriced without the approval of a majority of the shares of Common Stock present or represented by proxy and voting at a meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding shares of Common Stock is present or represented by proxy.

6.             Term of Plan.  The Plan shall become effective upon its adoption by the Board.  It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 of the Plan.

7.             Term of Option.  The term of each Option shall not exceed ten (10) years from the date of grant of the Option, and, unless the Committee determines otherwise, the term of each Option shall be ten (10) years from the date of grant of the Option.  The term of the Option shall be set forth in the Option Agreement.

3

8.             Option Price and Consideration.

(a)           Option Price.  The option price for the Shares to be issued pursuant to any Option shall be such price as is determined by the Committee, which shall in no event be less than 85% of the fair market value of such Shares on the date the Option is granted.  The fair market value of the Common Stock shall be determined by the Committee, using such criteria as it deems relevant; provided, however, that if there is a public market for the Common Stock, the fair market value per Share shall be the average of the last reported bid and asked prices of the Common Stock on the date of grant, as reported in The Wall Street Journal (or, if not so reported, as otherwise reported by the NASDAQ System) or, in the event the Common Stock is listed on a national securities exchange (within the meaning of Section 6 of the Exchange Act) or on the NASDAQ National Market System (or any successor national market system), the fair market value per Share shall be the closing price on such exchange on the date of grant of the Option, as reported in The Wall Street Journal.  The fair market value of each share of Preferred Stock shall equal the fair market value determined in accordance with the preceding sentence of that number of shares of Common Stock into which such share of Preferred Stock is then convertible in accordance with its terms.

(b)           Consideration.  The consideration to be paid for the Optioned Shares shall be payment in cash or by check unless payment in some other manner is authorized by the Committee at the time of the grant of the Option, including (i) the surrender of other Shares owned by the Optionee for more than six months and having a fair market value equal to the option price, (ii) following the Conversion Date, by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), or (iii) such other consideration and method of payment for the issuance of Optioned Shares as may be permitted under Section 152 of the Delaware General Corporation Law.  Any cash or other property received by the Company from the sale of Shares pursuant to the Plan shall constitute part of the general assets of the Company.

9.             Exercise of Option.

(a)           Vesting Period.  Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Committee and as shall be permissible under the terms of the Plan, which shall be specified in the Option Agreement evidencing the Option.  Unless the Committee specifically determines otherwise at the time of the grant of the option, each Option shall vest and become exercisable, cumulatively, in four substantially equal installments on each of the first four anniversaries of the date of the grant of the option, subject to the Optionee’s Continuous Service.  However, no Option granted to a prospective Employee or prospective Consultant may become exercisable prior to the date on which such person commences service.

(b)           Exercise Procedures.  An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option, and full payment for the Shares with respect to which the Option is exercised has been received by the Company.  An Option may not be exercised for fractional shares or for less than ten (10) Shares.  As soon as practicable following the exercise of an Option in the manner set forth above, the Company shall issue or cause its transfer agent to issue stock certificates representing the Shares purchased.  Until the issuance of such stock certificates (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Shares notwithstanding the exercise of the Option.  No adjustment will be made for a dividend or other rights for which the record date is prior to the date of the transfer by the Optionee of the consideration for the purchase of the Shares, except as provided in Section 11 of the Plan.

(c)           Death of Optionee.  In the event of the death during the Option period of an Optionee who is at the time of his death, or was within the ninety (90) day period immediately prior thereto, an Employee or Consultant, and who was in Continuous Service from the date of the grant of the Option until the date of death or termination, the Option may be exercised, at any time within one (1) year following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the accrued right to exercise at the time of the termination or death, whichever comes first.

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(d)           Disability of Optionee.  In the event of the permanent and total disability during the Option period of an optionee who is at the time of such disability, or was within the ninety (90) day period prior thereto, an Employee or Consultant, and who was in Continuous Service from the date of the grant of the Option until the date of disability or termination, the Option may be exercised at any time within one (1) year following the date of disability, but only to the extent of the accrued right to exercise at the time of the termination or disability, whichever comes first, subject to the condition that no option shall be exercised after the expiration of the Option period.

(e)           Other Termination of Continuous Service.  If the Continuous Service of an Optionee shall cease for any reason other than permanent and total disability or death, he or she may, but only within ninety (90) days (or such other period of time as is determined by the Committee) after the date his or her Continuous Service ceases, exercise his or her Option to the extent that he or she was entitled to exercise it at the date of such termination of Continuous Service, subject to the condition that no Option shall be exercisable after the expiration of the Option period.

(f)            Tax Withholding.  The Company shall have the right, but not the obligation, to deduct from the Shares issuable upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole Shares having a fair market value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Company (or any Parent or Subsidiary) with respect to such Option or the Shares acquired upon the exercise thereof.  Alternatively or in addition, in its discretion, the Company shall have the right to require the Optionee, through payroll withholding, cash payment or otherwise to make adequate provision for any such tax withholding obligations arising in connection with the Option or the Shares acquired upon the exercise thereof.  The fair market value of any Shares withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.  The Company shall have no obligation to deliver Shares until such tax withholding obligations have been satisfied by the Optionee.

Any adverse consequences incurred by an Optionee with respect to the use of Shares to pay any part of any tax withholding obligations in connection with the exercise of an Option shall be the sole responsibility of the Optionee.  Shares withheld in accordance with this provision shall not again become available for purposes of issuance under the Plan.

10.           Non-Transferability of Options.  An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

11.           Adjustments Upon Changes in Capitalization.  Subject to any required action by the stockholders of the Company, the number of Shares subject to the Plan, the number of Optioned Shares covered by each outstanding Option, and the per share exercise price of each such Option, shall be appropriately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, recapitalization, combination, reclassification, the payment of a stock dividend on the Common Stock or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.”  Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive.  Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option.

The Committee may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the number or class of securities covered by any Option, as well as the price to be paid therefor, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of its outstanding Common Stock or Preferred Stock, and in the event of the Company being consolidated with or merged into any other corporation.

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Unless otherwise determined by the Committee, upon the dissolution or liquidation of the Company the Options granted under the Plan shall terminate and thereupon become null and void.

Upon any merger or consolidation, if the Company is not the surviving corporation, the Options granted under the Plan shall either be assumed by the surviving entity or shall terminate in accordance with the provisions of the preceding paragraph, unless otherwise determined by the Committee.

12.           Time of Granting Options.  Unless otherwise specified by the Committee, the date of grant of an Option under the Plan shall be the date on which the Committee makes the determination granting such Option.  Notice of the determination shall be given to each Optionee to whom an Option is so granted within a reasonable time after the date of such grant.

13.           Amendment and Termination of the Plan.  The Committee may amend or terminate the Plan from time to time in such respects as the Committee may deem advisable.  Any such amendment or termination of the Plan shall not affect Options already granted, and such Options shall remain in full force and effect as if the Plan had not been amended or terminated.

14.           Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.  As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

15.           Reservation of Shares.  During the term of this Plan the Company will at all times reserve and keep available the number of Shares as shall be sufficient to satisfy the requirements of the Plan.  Inability of the Company to obtain from any regulatory body having jurisdiction and authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such Shares as to which such requisite authority shall not have been obtained.

16.           Information to Optionee.  The Company shall provide or otherwise make available to each Optionee all such information made available to the Company’s stockholders generally.

17.           Option Agreement.  Options granted under the Plan shall be evidenced by Option Agreements.

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the Zoran Corporation 2000 Nonstatutory Stock Option Plan as duly adopted by the Board and amended through January 30, 2002.

Secretary

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EX-10.40

Exhibit 10.40

ZORAN CORPORATION

EXECUTIVE RETENTION AND SEVERANCE PLAN

Adopted November 8, 2002

1.ESTABLISHMENT AND PURPOSE

1.1Establishment.  The Zoran Corporation Executive Retention and Severance Plan (the “Plan”) is hereby established by the Compensation Committee of the Board of Directors of Zoran Corporation, effective November 8, 2002 (the “Effective Date”).

1.2Purpose.  The Company draws upon the knowledge, experience and advice of its Officers and Key Employees in order to manage its business for the benefit of the Company’s stockholders.  Due to the widespread awareness of the possibility of mergers, acquisitions and other strategic alliances in the Company’s industry, the topic of compensation and other employee benefits in the event of a Change in Control is an issue in competitive recruitment and retention efforts.  The Committee recognizes that the possibility or pending occurrence of a Change in Control could lead to uncertainty regarding the consequences of such an event and could adversely affect the Company’s ability to attract, retain and motivate its Officers and Key Employees.  The Committee has therefore determined that it is in the best interests of the Company and its stockholders to provide for the continued dedication of its Officers and Key Employees notwithstanding the possibility or occurrence of a Change in Control by establishing this Plan to provide designated Officers and Key Employees with enhanced financial security in the event of a Change in Control.  The purpose of this Plan is to provide its Participants with specified compensation and benefits in the event of termination of employment under circumstances specified herein upon or following a Change in Control.

2.             Definitions and Construction

2.1Definitions.  Whenever used in this Plan, the following terms shall have the meanings set forth below:

(a)“Annual Bonus” means an amount equal to the greatest of (1) the aggregate of all bonuses earned by the Participant (whether or not actually paid) under the terms of the programs, plans or agreements providing for such bonuses for the fiscal year of the Company immediately preceding the fiscal year of the Change in Control, (2) the aggregate of all bonuses earned by the Participant (whether or not actually paid) under the terms of the programs, plans or agreements providing for such bonuses for the fiscal year of the Company immediately preceding the fiscal year of the Participant’s Termination Upon a Change in Control, or (3) the aggregate of all annual bonuses that would be earned by the Participant at the targeted annual rate (assuming attainment of 100% of all applicable performance goals) under the terms of the programs, plans or agreements providing for such bonuses in which the Participant was participating for the fiscal year of the Participant’s Termination Upon a Change in Control.

(b)“Base Salary Rate” means a Participant’s monthly base salary determined at the greater of (1) the Participant’s monthly base salary rate in effect immediately prior to the Participant’s Termination Upon a Change in Control or (2) the Participant’s monthly base salary rate in effect immediately prior to the applicable Change in Control.  For this purpose, base salary does not include any bonuses, commissions, fringe benefits, car allowances, other irregular payments or any other compensation except base salary.

(c)“Benefit Period” means (1) with respect to a Participant who is the Chief Executive Officer, a period of thirty-six (36) months, (2) with respect to a Participant who is an Executive Officer (other than the Chief Executive Officer), a period of eighteen (18) months, and (3) with respect to a Participant who is a Key Employee (other than an Executive Officer), a period of nine (9) months.

(d)“Board” means the Board of Directors of the Company.

(e)“Cause” means the occurrence of any of the following, as determined in good faith by a vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Participant and an opportunity for the Participant, together with the Participant’s counsel, to be heard before the Board):

(1)the Participant’s commission of any act of fraud, embezzlement or dishonesty;

(2)the Participant’s unauthorized use or disclosure of confidential information or trade secrets of any member of the Company Group; or

(3)the Participant’s intentional misconduct adversely affecting the business or affairs of any member of the Company Group.

(f)“Change in Control” means, except as otherwise provided in the Participation Agreement applicable to a given Participant, the occurrence of any of the following:

(1)any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of (i) the outstanding shares of common stock of the Company or (ii) the total combined voting power of the Company’s then–outstanding securities entitled to vote generally in the election of directors;

(2)the Company is party to a merger or consolidation which results in the holders of the voting securities of the Company outstanding immediately prior thereto failing to retain immediately after such merger or consolidation direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the securities entitled to vote generally in the election of directors of the Company or the surviving entity outstanding immediately after such merger or consolidation;

(3)the sale or disposition of all or substantially all of the Company’s assets or consummation of any transaction having similar effect (other than a sale or disposition to one or more subsidiaries of the Company); or

(4)a change in the composition of the Board within any consecutive two-year period as a result of which fewer than a majority of the directors are Incumbent Directors.

(g)“Change in Control Period” means a period commencing upon the date of the consummation of a Change in Control and ending on the date occurring eighteen (18) months thereafter.

(h)“Chief Executive Officer” means the individual who, immediately prior to the consummation of a Change in Control, serves as the Company’s Chief Executive Officer as appointed by the Board.

(i)“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto and any applicable regulations promulgated thereunder.

(j)“Committee” means the Compensation Committee of the Board.

(k)“Company” means Zoran Corporation, a Delaware corporation, and, following a Change in Control, a Successor that agrees to assume all of the terms and provisions of this Plan or a Successor which otherwise becomes bound by operation of law to this Plan.

(l)“Company Group” means the group consisting of the Company and each present or future parent and subsidiary corporation or other business entity thereof.

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(m)“Disability” means a Participant’s permanent and total disability within the meaning of Section 22(e)(3) of the Code.

(n)“Executive Officer” means an individual who, immediately prior to the consummation of a Change in Control, serves as an executive officer of the Company appointed by the Board.

(o)“Good Reason” means the occurrence of any of the following conditions upon or following a Change in Control, without the Participant’s informed written consent, which condition(s) remain(s) in effect ten (10) days after written notice to the Company from the Participant of such condition(s):

(1)assignment of the Participant to a position that is not a Substantive Functional Equivalent of the position which the Participant occupied immediately prior to the Change in Control;

(2)a decrease in the Participant’s Base Salary Rate or a decrease in the Participant’s target bonus amount (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned by the Participant);

(3)any failure by the Company to (i) continue to provide the Participant with the opportunity to participate, on terms no less favorable than those in effect for the benefit of any employee group which customarily includes a person holding the employment position or a comparable position with the Company Group then held by the Participant, in any benefit or compensation plans and programs, including, but not limited to, the Company Group’s life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which the Participant was participating immediately prior to the date of the Change in Control, or their equivalent, or (ii) provide the Participant with all other fringe benefits (or their equivalent) from time to time in effect for the benefit of any employee group which customarily includes a person holding the employment position or a comparable position with the Company Group then held by the Participant;

(4)the relocation of the Participant’s work place for the Company Group to a location that increases the regular commute distance between the Participant’s residence and work place by more than thirty (30) miles (one-way), or the imposition of travel requirements substantially more demanding of the Participant than such travel requirements existing immediately prior to the Change in Control; or

(5)any material breach of this Plan by the Company with respect to the Participant.

The existence of Good Reason shall not be affected by the Participant’s temporary incapacity due to physical or mental illness not constituting a Disability.  The Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any condition constituting Good Reason hereunder.  For the purposes of any determination regarding the existence of Good Reason hereunder, any claim by the Participant that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board that Good Reason does not exist, and the Board, acting in good faith, affirms such determination by a vote of not less than two-thirds of its entire membership.

(p)“Incumbent Director” means a director who either (1) is a member of the Board as of the Effective Date, or (2) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but (3) was not elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

(q)“Key Employee” means an individual, other than an Executive Officer, who, immediately prior to the consummation of a Change in Control, is employed by the Company Group and has been designated by the Board or the Committee as eligible to participate in the Plan.

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(r)“Option” means any option to purchase shares of the capital stock of the Company or of any other member of the Company Group granted to a Participant by the Company or any other Company Group member, whether granted before or after a Change in Control.

(s)“Participant” means each Executive Officer and each Key Employee designated by the Committee to participate in the Plan, provided such individual has executed a Participation Agreement.

(t)“Participation Agreement” means an Agreement to Participate in the Zoran Corporation Executive Retention and Severance Plan in the form attached hereto as Exhibit A or in such other form as the Committee may approve from time to time; provided, however, that, after a Participation Agreement has been entered into between a Participant and the Company, it may be modified only by a supplemental written agreement executed by both the Participant and the Company.  The terms of such forms of Participation Agreement need not be identical with respect to each Participant.  For example, a Participation Agreement may limit the duration of a Participant’s participation in the Plan or may modify the definition of “Change in Control” with respect to a Participant.

(u)“Release” means a general release of all known and unknown claims against the Company and its affiliates and their stockholders, directors, officers, employees, agents, successors and assigns substantially in the appropriate form attached hereto as Exhibit B, with any modifications thereto determined by legal counsel to the Company to be necessary or advisable to comply with applicable law or to accomplish the intent of Section 8 hereof.

(v)“Restricted Stock” means any shares of the capital stock of the Company or of any other member of the Company Group granted to a Participant by the Company or any other Company Group member or acquired upon the exercise of an Option, whether such shares are granted or acquired before or after a Change in Control, including any shares issued in exchange for any such shares by a Successor or any other member of the Company Group.

(w)“Substantive Functional Equivalent” means an employment position occupied by a Participant after a Change in Control that:

(1)is in a substantive area of competence (such as, accounting, executive management, finance, human resources, marketing, sales and service, or operations, etc.) that is consistent with the Participant’s experience and not materially different from the position occupied by the Participant immediately prior to the Change in Control;

(2)allows the Participant to serve in a role and perform duties that are functionally equivalent to those performed immediately prior to the Change in Control (such as business unit executive with profit and loss responsibility, product line manager, marketing strategist, geographic sales manager, executive officer, etc.); and

(3)does not otherwise constitute a material, adverse change in the Participant’s responsibilities or duties, as measured against the Participant’s responsibilities or duties prior to the Change in Control, causing it to be of materially lesser rank or responsibility within the Company or an equivalent business unit of its parent.

(x)“Successor” means any successor in interest to substantially all of the business and/or assets of the Company.

(y)“Termination Upon a Change in Control” means the occurrence of any of the following events:

(1)termination by the Company Group of the Participant’s employment for any reason other than Cause during the Change in Control Period; or

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(2)the Participant’s resignation for Good Reason during the Change in Control Period from all capacities in which the Participant is then rendering service to the Company Group;

provided, however, that Termination Upon a Change in Control shall not include any termination of the Participant’s employment which is (i) for Cause, (ii) a result of the Participant’s death or Disability, or (iii) a result of the Participant’s voluntary termination of employment other than for Good Reason.

2.2Construction.  Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan.  Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.  Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3.             Eligibility

The Board or Committee shall designate those Executive Officers and Key Employees who shall be eligible to become Participants in the Plan.

4.             Treatment of Options Upon a Change in Control

Notwithstanding any provision to the contrary contained in any agreement evidencing an Option granted to a Participant, in the event of a Change in Control in which the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiring Corporation”), does not assume the Company’s rights and obligations under the then-outstanding Options held by the Participant or substitute for such Options substantially equivalent options for the Acquiring Corporation’s stock, then the vesting and exercisability of each such Option shall be accelerated in full effective immediately prior to but conditioned upon the consummation of the Change in Control.

5.             Severance Benefits

In the event of a Participant’s Termination Upon a Change in Control and provided that the Participant has executed and not revoked a Release at the time of such Termination Upon a Change in Control, the Participant shall be entitled to receive, in addition to all compensation and benefits earned by the Participant through the date of the Participant’s termination of employment, the following severance payments and benefits:

5.1Salary and Bonus.  Subject to Section 6, within thirty (30) days following the later of the Participant’s termination of employment or the last day following the Participant’s execution of the Release on which the Participant may, by its terms, revoke such Release, the Company shall pay to the Participant in a lump sum cash payment an amount equal to the sum of (a) the Participant’s Base Salary Rate multiplied by the number of months in the Benefit Period applicable to the Participant and (b) the Participant’s Annual Bonus multiplied by a ratio, the numerator of which is the number of months in the Benefit Period applicable to the Participant and the denominator of which is twelve (12).

5.2Health and Life Insurance Benefits.  For the period commencing immediately following the Participant’s termination of employment and continuing for the duration of the Benefit Period applicable to the Participant, the Company shall arrange to provide the Participant and his or her dependents with health (including medical and dental) and life insurance benefits substantially similar to those provided to the Participant and his or her dependents immediately prior to the date of such termination of employment (without giving effect to any reduction in such benefits constituting Good Reason).  Such benefits shall be provided to the Participant at the same premium cost to the Participant and at the same coverage level as in effect as of the Participant’s termination of employment (without giving effect to any reduction in such benefits constituting Good Reason); provided, however, that the Participant shall be subject to any change in the premium cost and/or level of coverage applicable generally to all employees holding the position or comparable position with the Company which the Participant held immediately prior to the Change in Control.  The Company may satisfy its obligation to provide a continuation of health insurance benefits by paying that portion of the Participant’s premiums required under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) that exceed the amount of premiums that the

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Participant would have been required to pay for continuing coverage had he or she continued in employment.  If the Company is not reasonably able to continue such coverage under the Company’s benefit plans, the Company shall provide substantially equivalent coverage under other sources or will reimburse the Participant for premiums (in excess of the Participant’s premium cost described above) incurred by the Participant to obtain his or her own such coverage.  If the Participant becomes eligible to receive such coverage under another employer’s benefit plans during the applicable Benefit Period, the Participant shall report such eligibility to the Company, and the Company’s obligations under this Section 5.2 shall be secondary to the coverage provided by such other employer’s plans.  For the balance of any period in excess of the applicable Benefit Period during which the Participant is entitled to continuation coverage under COBRA, the Participant shall be entitled to maintain coverage for himself or herself and the Participant’s eligible dependents at the Participant’s own expense.

5.3Acceleration of Vesting of Options, Cash Incentive Program and Restricted Stock; Extension of Option Exercise Period.  Notwithstanding any provision to the contrary contained in any agreement evidencing an Option or shares of Restricted Stock granted to a Participant, the vesting and exercisability of each of the Participant’s outstanding Options and the vesting of the Participant’s Cash Incentive Program and shares of Restricted Stock shall be accelerated in full effective as of the date of the Participant’s termination of employment so that each Option and share of Restricted Stock held by the Participant shall be immediately exercisable and fully vested.  Furthermore, the Option, to the extent unexercised on the date on which the Participant’s employment terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the later of the date specified in the agreement evidencing such Option or the expiration of one (1) year after the date on which the Participant’s employment terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the agreement evidencing such Option.

5.4Indemnification; Insurance.

(a)In addition to any rights a Participant may have under any indemnification agreement previously entered into between the Company and such Participant (a “Prior Indemnity Agreement”), from and after the date of the Participant’s termination of employment, the Company shall indemnify and hold harmless the Participant against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, by reason of the fact that the Participant is or was a director, officer, employee or agent of the Company Group, or is or was serving at the request of the Company Group as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether asserted or claimed prior to, at or after the date of the Participant’s termination of employment, to the fullest extent permitted under applicable law, and the Company shall also advance fees and expenses (including attorneys’ fees) as incurred by the Participant to the fullest extent permitted under applicable law.  In the event of a conflict between the provisions of a Prior Indemnity Agreement and the provisions of this Plan, the Participant may elect which provisions shall govern.

(b)For a period of six (6) years from and after the date of termination of employment of a Participant who was an officer and/or director of the Company at any time prior to such termination of employment, the Company shall maintain a policy of directors’ and officers’ liability insurance for the benefit of such Participant which provides him or her with coverage no less favorable than that provided for the Company’s continuing officers and directors.

6.             Federal Excise Tax Under Section 4999 of the Code

6.1Excess Parachute Payment.  In the event that any payment or benefit received or to be received by the Participant pursuant to this Plan or otherwise (collectively, the “Payments”) would subject the Participant to any excise tax pursuant to Section 4999 of the Code (the “Excise Tax”) due to the characterization of such Payments as an excess parachute payment under Section 280G of the Code, then, notwithstanding the other provisions of this Plan, the amount of such Payments will not exceed the amount which produces the greatest after-tax benefit to the Participant.

6.2Determination by Accountants.  Upon the occurrence of any event (the “Event”) that would give rise to any Payments pursuant to this Plan, the Company shall promptly request a determination in

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writing to be made within thirty (30) days of the date of the Event by independent public accountants (the “Accountants”) selected by the Company and reasonably acceptable to the Participant of the amount and type of such Payments which would produce the greatest after-tax benefit to the Participant.  For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination.  The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section.  In the event that the report of the Accountants is not received within thirty (30) days following the Participant’s Termination Upon Change in Control, the Company shall pay to the Participant the cash severance benefits required by Section 5.1 above (subject to any reduction necessary to produce the greatest after-tax benefit to the Participant) within ten (10) days of the date of the Accountants’ report of their determination.

7.             Conflict in Benefits; Noncumulation of Benefits

7.1Effect of Plan.  The terms of this Plan, when accepted by a Participant pursuant to an executed Participation Agreement, shall supersede all prior arrangements, whether written or oral, and understandings regarding the subject matter of this Plan and shall be the exclusive agreement for the determination of any payments and benefits due to the Participant upon the events described in Sections 4, 5 and 6.

7.2Noncumulation of Benefits.  Except as expressly provided in a written agreement between a Participant and the Company entered into after the date of such Participant’s Participation Agreement and which expressly disclaims this Section 7.2 and is approved by the Board or the Committee, the total amount of payments and benefits that may be received by the Participant as a result of the events described in Sections 4, 5 and 6 pursuant to (a) the Plan, (b) any agreement between the Participant and the Company or (c) any other plan, practice or statutory obligation of the Company, shall not exceed the amount of payments and benefits provided by this Plan upon such events (plus any payments and benefits provided pursuant to an agreement evidencing an Option, Cash Incentive Program or award of Restricted Stock, as described in Section 4, or a Prior Indemnity Agreement, as described in Section 5.3(a)), and the aggregate amounts payable under this Plan shall be reduced to the extent of any excess (but not below zero).

8.             Exclusive Remedy

The payments and benefits provided by Section 5 and Section 6 (plus any payments and benefits provided pursuant to an agreement evidencing an Option, Cash Incentive Program or award of Restricted Stock, as described in Section 4, or a Prior Indemnity Agreement, as described in Section 5.3(a)), if applicable, shall constitute the Participant’s sole and exclusive remedy for any alleged injury or other damages arising out of the cessation of the employment relationship between the Participant and the Company in the event of the Participant’s Termination Upon a Change in Control.  The Participant shall be entitled to no other compensation, benefits, or other payments from the Company as a result of any Termination Upon a Change in Control with respect to which the payments and benefits described in Section 5 and Section 6 (plus any payments and benefits provided pursuant to an agreement evidencing an Option, Cash Incentive Program or award of Restricted Stock, as described in Section 4, or a Prior Indemnity Agreement, as described in Section 5.3(a)), if applicable, have been provided to the Participant, except as expressly set forth in this Plan or, subject to the provisions of Sections 7.2, in a duly executed employment agreement between Company and the Participant.

9.             Proprietary and Confidential Information

The Participant agrees to continue to abide by the terms and conditions of the confidentiality and/or proprietary rights agreement between the Participant and the Company.

10.           Nonsolicitation

If the Company performs its obligations to deliver the payments and benefits set forth in Section 5 and Section 6 (plus any payments and benefits provided pursuant to an agreement evidencing an Option, Cash

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Incentive Program or award of Restricted Stock, as described in Section 4, or a Prior Indemnity Agreement, as described in Section 5.3(a)), then for a period equal to the Benefit Period applicable to a Participant following the Participant’s Termination Upon a Change in Control, the Participant shall not, directly or indirectly, recruit, solicit or invite the solicitation of any employees of the Company to terminate their employment relationship with the Company.

11.           No Contract of Employment

Neither the establishment of the Plan, nor any amendment thereto, nor the payment of any benefits shall be construed as giving any person the right to be retained by the Company, a Successor or any other member of the Company Group.  Except as otherwise established in an employment agreement between the Company and a Participant, the employment relationship between the Participant and the Company is an “at-will” relationship.  Accordingly, either the Participant or the Company may terminate the relationship at any time, with or without cause, and with or without notice except as otherwise provided by Section 14.  In addition, nothing in this Plan shall in any manner obligate any Successor or other member of the Company Group to offer employment to any Participant or to continue the employment of any Participant which it does hire for any specific duration of time.

12.           Arbitration

12.1Disputes Subject to Arbitration.  Any claim, dispute or controversy arising out of this Plan, the interpretation, validity or enforceability of this Plan or the alleged breach thereof shall be submitted by the parties to binding arbitration by the American Arbitration Association; provided, however, that (a) the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to trade secrets, confidential and proprietary information or other intellectual property; and (b) this arbitration provision shall not preclude the parties from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of intellectual property.  Judgment may be entered on the award of the arbitrator in any court having jurisdiction.

12.2Site of Arbitration.  The site of the arbitration proceeding shall be in Santa Clara, California or any other site mutually agreed to by the Company and the Participant.

12.3Costs and Expenses Borne by Company.  All costs and expenses of arbitration, including but not limited to reasonable attorneys’ fees and other costs reasonably incurred by the Participant in connection with an arbitration in accordance with this Section 12, shall be paid by the Company.  Notwithstanding the foregoing, if the Participant initiates the arbitration, and the arbitrator finds that the Participant’s claims were totally without merit or frivolous, then the Participant shall be responsible for the Participant’s own attorneys’ fees and costs.

13.           Successors and Assigns

13.1Successors of the Company.  The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.  Failure of the Company to obtain such agreement shall be a material breach of this Plan and shall entitle the Participant to resign for Good Reason and to receive the benefits provided under this Plan in the event of Termination Upon a Change in Control.

13.2Acknowledgment by Company.  If, after a Change in Control, the Company fails to reasonably confirm that it has performed the obligation described in Section 13.1 within thirty (30) days after written notice from the Participant, such failure shall be a material breach of this Plan and shall entitle the Participant to resign for Good Reason and to receive the benefits provided under this Plan in the event of Termination Upon a Change in Control.

8

13.3Heirs and Representatives of Participant.  This Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devises, legatees or other beneficiaries.  If the Participant should die while any amount would still be payable to the Participant hereunder (other than amounts which, by their terms, terminate upon the death of the Participant) if the Participant had continued to live, then all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to the executors, personal representatives or administrators of the Participant’s estate.

14.           Notices

14.1General.  For purposes of this Plan, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified mail, return receipt requested, or by overnight courier, postage prepaid, as follows:

(a)if to the Company:

Zoran Corporation

3112 Scott Boulevard

Santa Clara, California 95054

Attention: President

(b)if to the Participant, at the home address which the Participant most recently communicated to the Company in writing.

Either party may provide the other with notices of change of address, which shall be effective upon receipt.

14.2Notice of Termination.  Any termination by the Company of the Participant’s employment during the Change in Control Period or any resignation by the Participant during the Change in Control Period shall be communicated by a notice of termination or resignation to the other party hereto given in accordance with Section 14.1.  Such notice shall indicate the specific termination provision in this Plan relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the termination date.

15.           Termination and Amendment of Plan

This Plan and/or any Participation Agreement executed by a Participant may not be terminated with respect to such Participant without the written consent of the Participant.  This Plan and/or any Participation Agreement executed by a Participant may be modified, amended or superseded with respect to such Participant only by a supplemental written agreement between the Participant and the Company.

16.           Miscellaneous Provisions

16.1Unfunded Obligation.  Any amounts payable to Participants pursuant to the Plan are unfunded obligations.  The Company shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations.  The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder.  Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Board or the Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company.

16.2No Duty to Mitigate; Obligations of Company.  A Participant shall not be required to mitigate the amount of any payment or benefit contemplated by this Plan by seeking employment with a new employer or otherwise, nor shall any such payment or benefit (except for benefits to the extent described in Section 5.2) be reduced by any compensation or benefits that the Participant may receive from employment by another

9

employer.  Except as otherwise provided by this Plan, the obligations of the Company to make payments to the Participant and to make the arrangements provided for herein are absolute and unconditional and may not be reduced by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Participant or any third party at any time.

16.3No Representations.  By executing a Participation Agreement, the Participant acknowledges that in becoming a Participant in the Plan, the Participant is not relying and has not relied on any promise, representation or statement made by or on behalf of the Company which is not set forth in this Plan.

16.4Waiver.  No waiver by the Participant or the Company of any breach of, or of any lack of compliance with, any condition or provision of this Plan by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

16.5Choice of Law.  The validity, interpretation, construction and performance of this Plan shall be governed by the substantive laws of the State of California, without regard to its conflict of law provisions.

16.6Validity.  The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect.

16.7Benefits Not Assignable.  Except as otherwise provided herein or by law, no right or interest of any Participant under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution, levy, garnishment, attachment, pledge or in any other manner, and no attempted transfer or assignment thereof shall be effective.  No right or interest of any Participant under the Plan shall be liable for, or subject to, any obligation or liability of such Participant.

16.8Tax Withholding.  All payments made pursuant to this Plan will be subject to withholding of applicable income and employment taxes.

16.9Consultation with Legal and Financial Advisors.  By executing a Participation Agreement, the Participant acknowledges that this Plan confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged the Participant to consult with the Participant’s personal legal and financial advisors; and that the Participant has had adequate time to consult with the Participant’s advisors before executing the Participation Agreement.

17.           Agreement

By executing a Participation Agreement, the Participant acknowledges that the Participant has received a copy of this Plan and has read, understands and is familiar with the terms and provisions of this Plan.  This Plan shall constitute an agreement between the Company and the Participant executing a Participation Agreement.

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing Plan was duly adopted by the Committee on November 8, 2002.

10

EXHIBIT A

FORM OF

AGREEMENT TO PARTICIPATE IN THE

ZORAN CORPORATION

EXECUTIVE RETENTION AND SEVERANCE PLAN

11

AGREEMENT TO PARTICIPATE IN THE

ZORAN CORPORATION

EXECUTIVE RETENTION AND SEVERANCE PLAN

Adopted November 8, 2002

In consideration of the benefits provided by the Zoran Corporation Executive Retention and Severance Plan (the “Plan”), the undersigned employee of Zoran Corporation (the “Company”) and the Company agree that, as of the date written below, the undersigned shall become a Participant in the Plan and shall be fully bound by and subject to all of its provisions.  All references to a “Participant” in the Plan shall be deemed to refer to the undersigned.

The undersigned employee acknowledges that the Plan confers significant legal rights and may also constitute a waiver of rights under other agreements with the Company; that the Company has encouraged the undersigned to consult with the undersigned’s personal legal and financial advisors; and that the undersigned has had adequate time to consult with the undersigned’s advisors before executing this agreement.

The undersigned employee acknowledges that he or she has received a copy of the Plan and has read, understands and is familiar with the terms and provisions of the Plan.  The undersigned employee further acknowledges that (1) by accepting the arbitration provision set forth in Section 12 of the Plan, the undersigned is waiving any right to a jury trial in the event of any dispute covered by such provision and (2) except as otherwise established in an employment agreement between the Company and the undersigned, the employment relationship between the undersigned and the Company is an “at-will” relationship.

Executed on
	PARTICIPANT
	Signature
	Name Printed
	Address
	ZORAN CORPORATION
	By:
	Title:

12

EXHIBIT B

FORMS OF

GENERAL RELEASE OF CLAIMS

13

GENERAL RELEASE OF CLAIMS

[Age 40 and over]

This Agreement is by and between [Employee Name] (“Employee”) and [Zoran Corporation or successor that agrees to assume the Executive Retention and Severance Plan following a Change in Control] (the “Company”).  This Agreement will become effective on the eighth (8th) day after it is signed by Employee (the “Effective Date”), provided that the Company has signed this Agreement and Employee has not revoked this Agreement (by written notice to [Company Contact Name] at the Company) prior to that date.

RECITALS

A.Employee was employed by the Company as of                       ,              .

B.Employee and the Company entered into an Agreement to Participate in the Zoran Corporation Executive Retention and Severance Plan (such agreement and plan being referred to herein as the “Plan”) effective as of                      ,               wherein Employee is entitled to receive certain benefits in the event of a Termination Upon a Change in Control (as defined by the Plan), provided Employee signs and does not revoke a Release (as defined by the Plan).

C.A Change in Control (as defined by the Plan) has occurred as a result of [briefly describe change in control]

D.Employee’s employment is being terminated as a result of a Termination Upon a Change in Control.  Employee’s last day of work and termination are effective as of                      ,              .  Employee desires to receive the payments and benefits provided by the Plan by executing this Release.

NOW, THEREFORE, the parties agree as follows:

1.Commencing on the Effective Date, the Company shall provide Employee with the applicable payments and benefits set forth in the Plan in accordance with the terms of the Plan.  Employee acknowledges that the payments and benefits made pursuant to this paragraph are made in full satisfaction of the Company’s obligations under the Plan.  Employee further acknowledges that Employee has been paid all wages and accrued, unused vacation that Employee earned during his or her employment with the Company.

2.Employee and Employee’s successors release the Company, its respective subsidiaries, stockholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns of and from any and all claims, actions and causes of action, whether now known or unknown, which Employee now has, or at any other time had, or shall or may have against those released parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever directly related to Employee’s employment by the Company or the termination of such employment and occurring or existing at any time up to and including the Effective Date, including, but not limited to, any claims of breach of written contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress, or national origin, race, age, sex, sexual orientation, disability or other discrimination or harassment under the Civil Rights Act of 1964, the Age Discrimination In Employment Act of 1967, the Americans with Disabilities Act, the Fair Employment and Housing Act or any other applicable law.  Notwithstanding the foregoing, this release shall not apply to any right of the Employee pursuant to Section 5.4 of the Plan or pursuant to a Prior Indemnity Agreement (as such term is defined by the Plan).

3.Employee acknowledges that he or she has read Section 1542 of the Civil Code of the State of California, which states in full:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Employee waives any rights that Employee has or may have under Section 1542 and comparable or similar provisions of the laws of other states in the United States to the full extent that he or she may lawfully waive such

14

rights pertaining to this general release of claims, and affirms that Employee is releasing all known and unknown claims that he or she has or may have against the parties listed above.

4.Employee and the Company acknowledge and agree that they shall continue to be bound by and comply with the terms and obligations under the following agreements: (i) any proprietary rights or confidentiality agreements between the Company and Employee, (ii) the Plan, (iii) any Prior Indemnity Agreement (as such term is defined by the Plan) to which Employee is a party, and (iv) any stock option, stock grant, stock purchase or Cash Incentive Program (as described in Section 4 of the Plan) agreements between the Company and Employee.

5.This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors, assigns, heirs and personal representatives.

6.The parties agree that any and all disputes that both (i) arise out of the Plan, the interpretation, validity or enforceability of the Plan or the alleged breach thereof and (ii) relate to the enforceability of this Agreement or the interpretation of the terms of this Agreement shall be subject to binding arbitration pursuant to Section 12 of the Plan.

7.The parties agree that any and all disputes that (i) do not arise out of the Plan, the interpretation, validity or enforceability of the Plan or the alleged breach thereof and (ii) relate to the enforceability of this Agreement, the interpretation of the terms of this Agreement or any of the matters herein released or herein described shall be subject to binding arbitration, to the extent permitted by law, in Santa Clara, California or any other cite mutually agreed to by the Company and Employee, before the American Arbitration Association, as provided in this paragraph.  The parties agree to and hereby waive their rights to jury trial as to such matters to the extent permitted by law; provided however, that (a) the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to trade secrets, confidential and proprietary information or other intellectual property; and (b) this arbitration provision shall not preclude the parties from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of intellectual property.  The Company shall bear the costs of the arbitrator, forum and filing fees and each party shall bear its own respective attorney fees and all other costs, unless otherwise provided by law and awarded by the arbitrator.

8.This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, with the exception of any agreements described in paragraph 4 of this Agreement.  This Agreement may not be modified or amended except by a document signed by an authorized officer of the Company and Employee.  If any provision of this Agreement is deemed invalid, illegal or unenforceable, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected.

EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT EMPLOYEE IS GIVING UP ANY LEGAL CLAIMS EMPLOYEE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT.  EMPLOYEE FURTHER UNDERSTANDS THAT EMPLOYEE MAY HAVE UP TO 45 DAYS TO CONSIDER THIS AGREEMENT, THAT EMPLOYEE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER EMPLOYEE SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED.  EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 1.

Dated:
	[Employee Name]
	[Company]
Dated:	By:

15

GENERAL RELEASE OF CLAIMS

[Under age 40]

This Agreement is by and between [Employee Name] (“Employee”) and [Zoran Corporation or successor that agrees to assume the Executive Retention and Severance Plan following a Change in Control] (the “Company”).  This Agreement is effective on the day it is signed by Employee (the “Effective Date”).

RECITALS

A.Employee was employed by the Company as of                       ,              .

B.Employee and the Company entered into an Agreement to Participate in the Zoran Corporation Executive Retention and Severance Plan (such agreement and plan being referred to herein as the “Plan”) effective as of                       ,              wherein Employee is entitled to receive certain benefits in the event of a Termination Upon a Change in Control (as defined by the Plan), provided Employee signs a Release (as defined by the Plan).

C.A Change in Control (as defined by the Plan) has occurred as a result of [briefly describe change in control]

D.Employee’s employment is being terminated as a result of a Termination Upon a Change in Control.  Employee’s last day of work and termination are effective as of                       ,               (the “Termination Date”).  Employee desires to receive the payments and benefits provided by the Plan by executing this Release.

NOW, THEREFORE, the parties agree as follows:

1.Commencing on the Effective Date, the Company shall provide Employee with the applicable payments and benefits set forth in the Plan in accordance with the terms of the Plan.  Employee acknowledges that the payments and benefits made pursuant to this paragraph are made in full satisfaction of the Company’s obligations under the Plan.  Employee further acknowledges that Employee has been paid all wages and accrued, unused vacation that Employee earned during his or her employment with the Company.

2.Employee and Employee’s successors release the Company, its respective subsidiaries, stockholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns of and from any and all claims, actions and causes of action, whether now known or unknown, which Employee now has, or at any other time had, or shall or may have against those released parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever directly related to Employee’s employment by the Company or the termination of such employment and occurring or existing at any time up to and including the Termination Date, including, but not limited to, any claims of breach of written contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress, or national origin, race, age, sex, sexual orientation, disability or other discrimination or harassment under the Civil Rights Act of 1964, the Age Discrimination In Employment Act of 1967, the Americans with Disabilities Act, the Fair Employment and Housing Act or any other applicable law.  Notwithstanding the foregoing, this release shall not apply to any right of the Employee pursuant to Sections 5.4 of the Plan or pursuant to a Prior Indemnity Agreement (as such terms are defined by the Plan).

3.Employee acknowledges that he or she has read Section 1542 of the Civil Code of the State of California, which states in full:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Employee waives any rights that Employee has or may have under Section 1542 and comparable or similar provisions of the laws of other states in the United States to the full extent that he or she may lawfully waive such rights pertaining to this general release of claims, and affirms that Employee is releasing all known and unknown claims that he or she has or may have against the parties listed above.

16

4.Employee and the Company acknowledge and agree that they shall continue to be bound by and comply with the terms and his obligations under the following agreements: (i) any proprietary rights or confidentiality agreements between the Company and Employee, (ii) the Plan, (iii) any Prior Indemnity Agreement (as such term is defined by the Plan) to which Employee is a party, and (iv) any stock option, stock grant, stock purchase or Cash Incentive Program (as described in Section 4 of the Plan) agreements between the Company and Employee.

5.This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors, assigns, heirs and personal representatives.

6.The parties agree that any and all disputes that both (i) arise out of the Plan, the interpretation, validity or enforceability of the Plan or the alleged breach thereof and (ii) relate to the enforceability of this Agreement or the interpretation of the terms of this Agreement shall be subject to binding arbitration pursuant to Section 12 of the Plan.

7.The parties agree that any and all disputes that (i) do not arise out of the Plan, the interpretation, validity or enforceability of the Plan or the alleged breach thereof and (ii) relate to the enforceability of this Agreement, the interpretation of the terms of this Agreement or any of the matters herein released or herein described shall be subject to binding arbitration, to the extent permitted by law, in Santa Clara, California or any other cite mutually agreed to by the Company and Employee, before the American Arbitration Association, as provided in this paragraph.  The parties agree to and hereby waive their rights to jury trial as to such matters to the extent permitted by law; provided however, that (a) the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to trade secrets, confidential and proprietary information or other intellectual property; and (b) this arbitration provision shall not preclude the parties from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of intellectual property.  The Company shall bear the costs of the arbitrator, forum and filing fees and each party shall bear its own respective attorney fees and all other costs, unless otherwise provided by law and awarded by the arbitrator.

8.This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, with the exception of any agreements described in paragraph 4 of this Agreement.  This Agreement may not be modified or amended except by a document signed by an authorized officer of the Company and Employee.  If any provision of this Agreement is deemed invalid, illegal or unenforceable, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected.

EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT EMPLOYEE IS GIVING UP ANY LEGAL CLAIMS EMPLOYEE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT.  EMPLOYEE ACKNOWLEDGES THAT EMPLOEE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 1.

Dated:
	[Employee Name]
	[Company]
Dated:	By:

17

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

The subsidiaries of Zoran Corporation are the following:

1.   Zoran Asia Pacific Ltd., a corporation organized under the laws of Hong Kong

2.   Zoran International, Inc., a Delaware corporation, and

3.   Zoran Japan Co. Ltd., a corporation organized under the laws of Japan

4.   Zoran Microelectronics Ltd., a corporation organized under the laws of the State of Israel; and

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No’s. 333-101828, 333-74610, 333-59843, 333-37111, 333-49350, 333-52598) of Zoran Corporation of our report dated January 24, 2003 relating to the financial statements, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

San Jose, California

March 28, 2003

EX-99.1

Exhibit 99.1

ZORAN CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Zoran Corporation (the “Company”) on Form 10-K for the year ended December  31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Levy Gerzberg, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Zoran Corporation and will be retained by Zoran Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Dated:  March 31, 2003
	/s/ Levy Gerzberg
	Levy Gerzberg
	President and Chief Executive Officer

EX-99.2

Exhibit 99.2

ZORAN CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Zoran Corporation (the “Company”) on Form 10-K for the period ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Karl Schneider, Vice President, Finance and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Zoran Corporation and will be retained by Zoran Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Dated:  March 31, 2003
	/s/ Karl Schneider
	Karl Schneider
	Vice President, Finance and
	Chief Financial Officer