8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 23, 2009

BROADCOM CORPORATION

(Exact Name of Registrant as Specified in Charter)

California	000-23993	33-0480482
(State or Other Jurisdiction of	(Commission File	(IRS Employer
Incorporation)	Number)	Identification No.)

5300 California Avenue, Irvine, California	92617
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 949.926.5000

Not Applicable
(Former Name or Former Address, if Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition	3
Item 9.01 Exhibits	3
Signature	4
Exhibit Index	5
EX-99.1

Item 2.02 Results of Operations and Financial Condition

The information in this Current Report, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language contained in such filing.

On July 23, 2009 Broadcom Corporation issued a press release announcing unaudited financial results for the second quarter ended June 30, 2009. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Exhibits

(d) Exhibits

99.1 Press Release dated July 23, 2009 of the Registrant.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROADCOM CORPORATION, a California corporation
July 23, 2009	By:	/s/ Eric K. Brandt
		Eric K. Brandt
		Senior Vice President and Chief Financial Officer

4

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press Release dated July 23, 2009 of the Registrant.

5

EX-99.1

Exhibit 99.1

NEWS RELEASE

Broadcom Trade Press Contact	Broadcom Investor Relations Contact
Bill Blanning	T. Peter Andrew
Vice President, Global Media Relations	Vice President, Corporate Communications
949-926-5555	949-926-5663
blanning@broadcom.com	andrewtp@broadcom.com

Broadcom Reports Second Quarter 2009 Results

Conference Call to be Webcast Today at 1:45 p.m. Pacific Time

IRVINE, Calif. – July 23, 2009 – Broadcom Corporation (Nasdaq: BRCM) today reported unaudited financial results for its second quarter ended June 30, 2009.

Net revenue for the second quarter of 2009 was $1.040 billion. This represents an increase in net revenue of 21.9% compared with the $853.4 million reported for the first quarter of 2009 and a decrease of 13.4% compared with the $1.201 billion reported for the second quarter of 2008. Net income computed in accordance with U.S. generally accepted accounting principles (GAAP) for the second quarter of 2009 was $13.4 million, or $.03 per share (diluted), compared with GAAP net loss of $91.9 million, or $.19 net loss per share (basic and diluted), for the first quarter of 2009, and GAAP net income of $134.8 million, or $.25 per share (diluted), for the second quarter of 2008.

On April 26, 2009 Broadcom and QUALCOMM Incorporated announced that they had entered into a settlement and multi-year patent agreement. Under the agreement, QUALCOMM will pay Broadcom $891.2 million over a four-year period. In connection with this agreement, Broadcom recorded a $65.3 million gain on settlement and $67.3 million of licensing revenue in the three months ended June 30, 2009.

As previously disclosed, in connection with the establishment of the Broadcom Foundation, Broadcom recorded a charitable contribution expense of $50.0 million in the three months ended June 30, 2009.

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Broadcom Reports Second Quarter 2009 Results
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Net revenue for the six months ended June 30, 2009 was $1.893 billion. This represents a decrease in net revenue of 15.2% from the $2.233 billion reported for the six months ended June 30, 2008. Net loss computed in accordance with GAAP for the six months ended June 30, 2009 was $78.5 million, or $.16 net loss per share (basic and diluted), compared with GAAP net income of $209.1 million, or $.39 per share (diluted), for the six months ended June 30, 2008.

For a further discussion of non-recurring transactions and their related accounting impact for all periods presented, see the “Unaudited Supplementary Financial Data” schedule below.

“Despite the continued global economic uncertainty, Broadcom’s results for the second quarter reflected a return to a more stable ordering pattern and the ramp of new products from our end customers,” said Scott A. McGregor, Broadcom’s President and Chief Executive Officer. “In the second quarter, Broadcom generated strong sequential revenue growth, with product revenue near the top end of the range provided in April. We are pleased that research and development and selling, general and administrative expenses once again increased less than anticipated from the first quarter of 2009, reflecting our continued focus on maintaining solid financial discipline. In addition, we generated strong cash flow in excess of $325 million from operations.”

“Our operating strategy for 2009 remains focused on managing our business to gain share and generate positive quarterly cash flow from operations. Based upon the customer activity we have experienced to date we anticipate that future revenue growth will be broad based with slightly stronger growth within our mobile and wireless targeted end market, driven by new product ramps and the upcoming holiday season.”

Conference Call Information

As previously announced, Broadcom will conduct a conference call with analysts and investors to discuss its second quarter 2009 financial results and current financial

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Broadcom Reports Second Quarter 2009 Results
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prospects today at 1:45 p.m. Pacific Time (4:45 p.m. Eastern Time). The company will broadcast the conference call via webcast over the Internet. To listen to the webcast, or to view the financial or other statistical information required by Securities and Exchange Commission (SEC) Regulation G, please visit the Investors section of the Broadcom website at www.broadcom.com/investors. The webcast will be recorded and available for replay until 5:00 p.m. Pacific Time, August 28, 2009.

About Broadcom

Broadcom Corporation is a major technology innovator and global leader in semiconductors for wired and wireless communications. Broadcom^® products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry’s broadest portfolio of state-of-the-art system-on-a-chip and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices. These solutions support our core mission: Connecting everything^®.

Broadcom, one of the world’s largest fabless semiconductor companies, with 2008 revenue of $4.66 billion, holds more than 3,450 U.S. and 1,350 foreign patents, and has more than 7,350 additional pending patent applications, and one of the broadest intellectual property portfolios addressing both wired and wireless transmission of voice, video, data and multimedia.

A FORTUNE 500^® company, Broadcom is headquartered in Irvine, Calif., and has offices and research facilities in North America, Asia and Europe. Broadcom may be contacted at +1.949.926.5000 or at www.broadcom.com.

Cautions regarding Forward Looking Statements:

All statements included or incorporated by reference in this release and the related conference call for analysts and investors, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our business and industry, management’s beliefs, and certain assumptions made by us, all of which are

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subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, guidance provided on future revenue, gross product margin and operating expense targets for the third quarter of 2009. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.

These risks and uncertainties include, but are not limited to:

• general economic and political conditions and specific conditions in the markets we address, including the continuing volatility in the technology sector and semiconductor industry, current global economic recession, trends in the broadband communications markets in various geographic regions, including seasonality in sales of consumer electronic products into which our products are incorporated, and possible disruption in commercial activities related to terrorist activity or armed conflict;

• the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory;

• our ability to adjust our operations in response to changes in demand for our existing products and services or demand for new products requested by our customers;

• the effectiveness of our expense and product cost control and reduction efforts;

• our ability to specify, develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a cost-effective and timely manner;

• the risks inherent in acquisitions of technologies and businesses, including the timing and successful completion of technology and product development through volume production, integration issues, potential contractual, intellectual property or employment issues, the risk that anticipated benefits of an acquisition may not be realized, and accounting treatment and charges;

• risks and uncertainties resulting from Broadcom’s equity award review, including pending and potential new claims and proceedings related to such matters, such as shareholder litigation and any action by the SEC, U.S. Attorney’s Office or other governmental agency that has resulted in, and could result in further, civil or criminal sanctions against the company and/or certain of our current or former officers, directors or employees, or other actions taken or required as a result of the review, and the extent to which we are able to receive reimbursement of our

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Broadcom Reports Second Quarter 2009 Results
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	expenses related to such litigation and actions through our directors’ and officers’ liability insurance carriers. In the event that the company’s coverage under these policies is reduced or denied, our financial exposure would be increased;
•	intellectual property disputes and customer indemnification claims and other types of litigation risk;
•	our dependence on a few significant customers for a substantial portion of our revenue;
•	changes in current or future laws or the imposition of new laws or regulations, including new or changed tax regulations, or changes in the interpretation or enforcement of those laws or regulations;
•	the quality of our products and any potential remediation costs;
•	our ability to retain, recruit and hire key executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement our business and product plans;
•	the availability and pricing of third party semiconductor foundry, assembly and test capacity and raw materials;
•	the rate at which our present and future customers and end-users adopt Broadcom’s technologies and products in our target markets;
•	competitive pressures and other factors such as the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products;
•	changes in our product or customer mix;
•	the risks and uncertainties associated with our international operations, particularly in light of terrorist activity, armed conflict or political unrest;
•	our ability to timely and accurately predict market requirements and evolving industry standards and to identify opportunities in new markets;
•	the volume of our product sales and pricing concessions on volume sales;
•	problems, costs or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design integration;
•	the risks of producing products with new suppliers and at new fabrication and assembly and test facilities;

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• delays in the adoption and acceptance of industry standards in our target markets;

• the timing of customer-industry qualification and certification of our products and the risks of non-qualification or non-certification;

• fluctuations in the manufacturing yields of our third party semiconductor foundries and other problems or delays in the fabrication, assembly, testing or delivery of our products; and

• the level of orders received that can be shipped in a fiscal quarter.

Our Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss the foregoing risks as well as other important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. The forward-looking statements in this release and the related conference call for analysts and investors speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

BroadcomÒ, the pulse logo, Connecting everythingÒ, and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Product revenue	$	966,317		$	1,161,965		$	1,794,547		$	2,154,968
Licensing revenue		73,627			38,966			98,833			78,173
Total net revenue		1,039,944			1,200,931			1,893,380			2,233,141
Operating costs and expenses:
Cost of product revenue		518,674			554,596			964,951			1,035,759
Research and development		374,770			380,035			747,494			735,723
Selling, general and administrative		127,410			142,017			252,458			253,963
Amortization of purchased intangible assets		4,139			184			8,298			367
In-process research and development		—			—			—			10,900
Impairment of long-lived assets		11,261			1,900			11,261			1,900
Restructuring costs (reversals)		447			(1,000	)		7,558			(1,000	)
Settlement costs (gains)		(58,406	)		—			(57,256	)		15,810
Charitable contribution		50,000			—			50,000			—
Total operating costs and expenses		1,028,295			1,077,732			1,984,764			2,053,422
Income (loss) from operations		11,649			123,199			(91,384	)		179,719
Interest income, net		3,986			12,428			8,384			32,532
Other income (expense), net		1,019			(191	)		2,665			733
Income (loss) before income taxes		16,654			135,436			(80,335	)		212,984
Provision (benefit) for income taxes		3,253			647			(1,796	)		3,881
Net income (loss)	$	13,401		$	134,789		$	(78,539	)	$	209,103
Net income (loss) per share (basic)	$	.03		$	.26		$	(.16	)	$	.40
Net income (loss) per share (diluted)	$	.03		$	.25		$	(.16	)	$	.39
Weighted average shares (basic)		495,110			512,875			492,652			521,606
Weighted average shares (diluted)		507,993			529,977			492,652			534,902

     The following table presents details of total stock-based compensation expense included in each functional line item in the unaudited condensed consolidated statements of operations above:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2009		2008		2009		2008
Cost of product revenue	$	6,128	$	6,237	$	12,005	$	11,702
Research and development		86,607		90,003		175,869		168,709
Selling, general and administrative		29,893		31,268		58,527		60,333

     Certain prior period amounts in the unaudited condensed consolidated statements of operations have been reclassified to conform with the current period presentation of product and licensing revenue.

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BROADCOM CORPORATION
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Operating activities
Net income (loss)	$	13,401		$	134,789		$	(78,539	)	$	209,103
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		14,292			18,427			36,041			36,419
Stock-based compensation expense:
Stock options and other awards		38,813			57,178			85,557			115,207
Restricted stock units		83,815			70,330			160,844			125,537
Acquisition-related items:
Amortization of purchased intangible assets		8,251			4,118			16,523			8,236
In-process research and development		—			—			—			10,900
Impairment of long-lived assets		11,261			1,900			11,261			1,900
Loss on strategic investment, net		—			1,760			—			1,760
Non-cash restructuring costs		—			—			2,663			—
Gain on sale of marketable securities		—			—			(1,046	)		—
Changes in operating assets and liabilities:
Accounts receivable		(89,181	)		(117,396	)		(71,735	)		(110,815	)
Inventory		(14,452	)		(34,944	)		86,808			(25,033	)
Prepaid expenses and other assets		(6,319	)		25,054			(7,786	)		18,758
Accounts payable		156,377			77,815			79,761			123,829
Deferred revenue		100,387			(1,521	)		100,766			(10,580	)
Other accrued and long-term liabilities		11,146			9,907			(2,617	)		(17,993	)
Net cash provided by operating activities		327,791			247,417			418,501			487,228
Investing activities
Net purchases of property and equipment		(13,837	)		(23,405	)		(26,294	)		(49,067	)
Net cash received from (paid for) acquired companies		—			(9,943	)		2,139			(29,738	)
Purchases of strategic investments		—			—			—			(355	)
Purchases of marketable securities		(401,344	)		(202,584	)		(511,050	)		(338,521	)
Proceeds from sales and maturities of marketable securities		287,733			72,415			421,845			220,598
Net cash used in investing activities		(127,448	)		(163,517	)		(113,360	)		(197,083	)
Financing activities
Repurchases of Class A common stock		(38,434	)		(444,131	)		(38,434	)		(835,863	)
Proceeds from issuance of common stock		78,889			78,300			83,694			90,614
Minimum tax withholding paid on behalf of employees for restricted stock units		(18,452	)		(13,623	)		(34,528	)		(25,753	)
Net cash provided by (used in) financing activities		22,003			(379,454	)		10,732			(771,002	)
Increase (decrease) in cash and cash equivalents		222,346			(295,554	)		315,873			(480,857	)
Cash and cash equivalents at beginning of period		1,284,172			2,001,269			1,190,645			2,186,572
Cash and cash equivalents at end of period	$	1,506,518		$	1,705,715		$	1,506,518		$	1,705,715

UNAUDITED SUPPLEMENTAL FINANCIAL INFORMATION

	June 30,		March 31,		December 31,
	2009		2009		2008
	(In thousands)
Cash and cash equivalents	$	1,506,518	$	1,284,172	$	1,190,645
Short-term marketable securities		700,585		677,638		707,477
Long-term marketable securities		92,699		—		—
Total cash, cash equivalents and marketable securities	$	2,299,802	$	1,961,810	$	1,898,122
Increase from prior period end	$	337,992
Increase from prior year end	$	401,680

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BROADCOM CORPORATION
Unaudited Condensed Consolidated Balance Sheets
(In thousands)

	June 30,		December 31,
	2009		2008
ASSETS
Current assets:
Cash and cash equivalents	$	1,506,518	$	1,190,645
Short-term marketable securities		700,585		707,477
Accounts receivable, net		444,046		372,311
Inventory		279,298		366,106
Prepaid expenses and other current assets		108,078		114,674
Total current assets		3,038,525		2,751,213
Property and equipment, net		224,238		234,691
Long-term marketable securities		92,699		—
Goodwill		1,277,104		1,279,243
Purchased intangible assets, net		34,174		61,958
Other assets		81,581		66,160
Total assets	$	4,748,321	$	4,393,265
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	389,630	$	310,487
Wages and related benefits		129,547		157,758
Deferred revenue		115,387		12,338
Accrued liabilities		277,979		236,520
Total current liabilities		912,543		717,103
Long-term deferred revenue		1,615		3,898
Other long-term liabilities		60,851		65,197
Commitments and contingencies
Shareholders’ equity		3,773,312		3,607,067
Total liabilities and shareholders’ equity	$	4,748,321	$	4,393,265

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BROADCOM CORPORATION
Unaudited Supplementary Financial Data
(In thousands)

     The following table presents details of supplementary financial data included in each functional line item in the unaudited condensed consolidated statements of operations:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Cost of product revenue:
Stock-based compensation	$	6,128		$	6,237		$	12,005		$	11,702
Amortization of purchased intangible assets		4,112			3,934			8,225			7,869
Research and development:
Stock-based compensation		86,607			90,003			175,869			168,709
Selling, general and administrative:
Stock-based compensation		29,893			31,268			58,527			60,333
Other operating expense:
Amortization of purchased intangible assets		4,139			184			8,298			367
In-process research and development (1)		—			—			—			10,900
Impairment of long-lived assets (2)		11,261			1,900			11,261			1,900
Restructuring costs (reversals) (3)		447			(1,000	)		7,558			(1,000	)
Settlement costs (gains) (4)		(58,406	)		—			(57,256	)		15,810
Charitable contribution (5)		50,000			—			50,000			—
Other:
Employer payroll tax expense on certain stock option exercises		1,208			1,169			1,941			2,099
Loss on strategic investments, net		—			1,760			—			1,760
Non-operating gains		(7	)		—			(14	)		—

(1)	Recorded in connection with the company’s acquisition of Sunext Design, Inc. in the six months ended June 30, 2008.
(2)	A long-lived asset impairment charge of $11.3 million related to the company’s acquisition of the digital television business of AMD, Inc. was recorded in the three and six months ended June 30, 2009.
(3)	Recorded in connection with the company’s restructuring plan announced and implemented in the six months ended June 30, 2009, as well as a restructuring cost reversal of a prior restructuring plan in the six months ended June 30, 2008.
(4)	Recorded a $65.3 million gain on settlement in connection with the QUALCOMM litigation, offset in part by estimated additional settlement costs of $6.9 million related to certain employment tax items in the three and six months ended June 30, 2009, and an additional $1.2 million related to patent infringement claims in the six months ended June 30, 2009. Also includes settlement costs of $15.8 million, of which $12.0 million related to Broadcom’s settlement with the Securities and Exchange Commission and $3.8 million related to a patent infringement claims settled in the six months ended June 30, 2008.
(5)	Recorded in connection with an accrued $50.0 million charitable contribution to the recently established Broadcom Foundation in the three and six months ended June 30, 2009.

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BROADCOM CORPORATION
Unaudited Supplementary Financial Data
(In thousands)

	Three Months Ended
	June 30, 2009			June 30, 2008			March 31, 2009
Product revenue	$	966,317		$	1,161,965		$	828,230
Licensing revenue		73,627			38,966			25,206
Total net revenue	$	1,039,944		$	1,200,931		$	853,436
Cost of product revenue	$	518,674		$	554,596		$	446,277
Product gross margin(1)		46.3	%		52.3	%		46.1	%
Total gross margin		50.1	%		53.8	%		47.7	%

(1) Product gross margins in the three months ended June 30, 2008 and March 31, 2009 has been adjusted from 52.4% to 52.3% and 46.5% to 46.1%, respectively, to conform with the current period presentation of product and licensing revenue.

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BROADCOM CORPORATION
Guidance for the Three Months Ending September 30, 2009

	Three Months
	Ending September 30, 2009
Total net revenue	Up 7% to 14% from Q2
Product revenue	~$1.060 to ~$1.130 billion
Licensing revenue	~$55 million
Total net revenue	~1.115 to ~$1.185 billion
Product gross margin	Increase by around 125 basis points or more from Q2
Research and development and selling, general and administrative expenses (including stock-based compensation)	Up $20 to $26 million from Q2

Broadcom has based the preceding guidance for the three months ending September 30, 2009 on expectations, assumptions and estimates that we believe are reasonable given our assessment of historical trends and other information reasonably available as of July 23, 2009. Our guidance consists of predictions only, however, and is subject to a wide range of known and unknown business risks and uncertainties, many of which are beyond our control. The forecasts and projections contained in the table above should not be regarded as representations by Broadcom that the estimated results will be achieved. Projections and estimates are necessarily speculative in nature and actual results may vary materially from the guidance we provide today.

The guidance set forth in the table above should be read together with the information under the caption, “Cautions regarding Forward Looking Statements” above, our Annual Report on Form 10-K for the year ended December 31, 2008, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and our other Securities and Exchange Commission filings. We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein.

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