Mail Stop 6010
December 14, 2005
Via U.S. Mail and Facsimile
Mr. William J. Ruehle
Senior Vice President and Chief Financial Officer
Broadcom Corporation
16215 Alton Parkway
Irvine, California 92618-3616
Re: Broadcom Corporation
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 1, 2005
File No. 000-23993
Dear Mr. Ruehle:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary. Please be
as
detailed as necessary in your explanation. In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure. After reviewing this information, we
may
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 8-K filed October 20, 2005
Exhibit 99.1
1. We note that you present your non-GAAP measures in the form of
statements of operations. That format may be confusing to
investors
as it also reflects several non-GAAP measures, including non-GAAP
cost of revenue, non-GAAP gross profit, non-GAAP research and
development and selling, general and administrative expenses, non-
GAAP income from operations, non-GAAP income before income taxes,
and
non-GAAP net income and income per share amounts, which have not
been
identified or described to investors. In fact, it appears that
management does not use all of these non-GAAP measures but they
are
shown here as a result of the presentation format. Please note
that
Instruction 2 to Item 2.02 of Form 8-K requires that when
furnishing
information under this item you must provide all the disclosures
required by paragraph (e)(1)(i) of Item 10 of Regulation S-K and
FAQ
8 Regarding the Use of Non-GAAP Financial Measures dated June 13,
2003 for each non-GAAP measure presented. In addition, you should
explain why you believe each measure provides useful information
to
investors.
* To eliminate investor confusion, please remove the non-GAAP
statements of operations format from future filings and only
disclose
those non-GAAP measures used by management with the appropriate
reconciliations.
* Otherwise, confirm that you will revise your Forms 8-K in future
periods to provide all the disclosures required by Item
10(e)(1)(i)
of Regulation S-K and FAQ 8 for each non-GAAP measure presented in
the statement, and provide us with a sample of your proposed
disclosure. We may have further comment.
2. In addition, we note that you refer to your non-GAAP
information
as "pro forma" results. The pro forma terminology has very
specific
meaning in accounting literature, as indicated by Article 11 of
Regulation S-X. In future filings, please revise your
presentation
to omit the pro forma terminology when referring to your non-GAAP
information.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-6010. Please understand that we may
have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3676 if you have questions regarding comments on the financial
statements and related matters. In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671.
Sincerely,
Brian Cascio
Accounting Branch Chief
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Mr. William J. Ruehle
Broadcom Corporation
December 14, 2005
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