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(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

California		33-0480482
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

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				Page
PART I
Item 1.		Business			1
Item 2.		Properties			19
Item 3.		Legal Proceedings			20
Item 4.		Submission of Matters to a Vote of Security Holders			20
PART II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			20
Item 6.		Selected Financial Data			22
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
		Risk Factors			50
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk			67
Item 8.		Financial Statements and Supplementary Data			68
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			68
Item 9A.		Controls and Procedures			68
Item 9B.		Other Information			70
PART III
Item 10.		Directors and Executive Officers of the Registrant			70
Item 11.		Executive Compensation			70
Item 12.		Security Ownership of Certain Beneficial Owners and Management			70
Item 13.		Certain Relationships and Related Transactions			70
Item 14.		Principal Accounting Fees and Services			70
PART IV
Item 15.		Exhibits and Financial Statement Schedules			71
EXHIBIT 10.3
EXHIBIT 10.9
EXHIBIT 10.16
EXHIBIT 10.33
EXHIBIT 10.37
EXHIBIT 10.38
EXHIBIT 10.39
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

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Item 1.	Business

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	Broadband Communications

	Cable Modems

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	DSL

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	Digital Cable, Direct Broadcast Satellite Set-Top Boxes and Digital Television

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	Enterprise Networking

	Local Area Networking

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	Servers, Storage and Workstations

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	Other Ethernet Markets

	Security Processors and Adapters

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	Broadband Processors

	Custom Silicon Products

	Mobile & Wireless Networking

	Wireless Local Area Networking

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	Cellular and Wireless Wide Area Networking

	Wireless Personal Area Networking

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	Mobile Multimedia Processors

	Voice over IP

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	•	proprietary communications systems algorithms and protocols;
	•	advanced DSP hardware architectures;
	•	system-on-a-chip design methodologies and advanced library development for both standard cell and full-custom integrated circuit design;
	•	high-performance radio frequency, analog and mixed-signal circuit design using industry-standard CMOS processes;
	•	high-performance custom microprocessor architectures and circuit designs; and
	•	extensive software reference platforms and board-level hardware reference platforms to enable complete system-level solutions.

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	Wafer Fabrication

	Assembly and Test

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	Quality Assurance

	Environmental Management

	Product Distribution

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	•	product quality;
	•	product capabilities;
	•	level of integration;
	•	reliability;
	•	price;
	•	time-to-market;
	•	market presence;
	•	standards compliance;
	•	system cost;
	•	intellectual property;
	•	customer interface and support; and
	•	reputation.

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Item 2.	Properties

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Item 3.	Legal Proceedings

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

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

			High				Low
Year Ended December 31, 2003
	First Quarter		$	20.34			$	12.20
	Second Quarter			28.23				11.86
	Third Quarter			29.96				19.81
	Fourth Quarter			37.65				26.25
Year Ended December 31, 2004
	First Quarter		$	45.00			$	34.08
	Second Quarter			47.05				36.51
	Third Quarter			46.75				25.25
	Fourth Quarter			34.49				25.61
Year Ending December 31, 2005
	First Quarter (through February 25, 2005)		$	34.07			$	29.79

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Item 6.	Selected Financial Data

			Years Ended December 31,
			2004				2003				2002				2001				2000
			(In thousands, except per share data)
Consolidated Statements of Operations Data
Net revenue			$	2,400,610			$	1,610,095			$	1,082,948			$	961,821			$	1,096,160
Cost of revenue				1,193,294				839,776				604,397				557,733				484,219
Gross profit				1,207,316				770,319				478,551				404,088				611,941
Operating expense:
	Research and development(1)			495,075				434,018				461,804				446,648				250,676
	Selling, general and administrative(1)			212,727				190,138				165,267				155,448				103,305
	Stock-based compensation			73,320				263,960				359,790				484,039				115,307
	Amortization of purchased intangible assets			3,703				3,504				22,387				27,192				1,255
	Settlement costs			68,700				194,509				3,000				3,000				—
	In-process research and development			63,766				—				—				109,710				713,050
	Impairment of goodwill and other intangible assets			18,000				439,611				1,265,038				1,181,649				—
	Stock option exchange			—				209,266				—				—				—
	Restructuring costs			—				2,932				119,680				34,281				—
	Amortization of goodwill			—				—				—				753,042				136,984
	Merger-related costs			—				—				—				—				4,745
Income (loss) from operations				272,025				(967,619	)			(1,918,415	)			(2,790,921	)			(713,381	)
Interest income, net				15,010				6,828				12,183				23,019				24,299
Other income (expense), net				7,317				26,053				(32,750	)			(30,875	)			(2,693	)
Income (loss) before income taxes				294,352				(934,738	)			(1,938,982	)			(2,798,777	)			(691,775	)
Provision (benefit) for income taxes				75,607				25,127				297,594				(56,729	)			(3,953	)
Net income (loss)			$	218,745			$	(959,865	)		$	(2,236,576	)		$	(2,742,048	)		$	(687,822	)
Net income (loss) per share (basic)(2)			$	.68			$	(3.29	)		$	(8.35	)		$	(10.79	)		$	(3.13	)
Net income (loss) per share (diluted)(2)			$	.63			$	(3.29	)		$	(8.35	)		$	(10.79	)		$	(3.13	)

		December 31,
		2004				2003				2002				2001				2000
		(In thousands)
Consolidated Balance Sheet Data
Cash and cash equivalents		$	858,592			$	558,669			$	389,555			$	403,758			$	523,904
Working capital			1,087,342				492,227				187,767				265,107				673,092
Goodwill and purchased intangible assets, net			1,079,262				834,319				1,252,639				2,338,740				3,260,464
Total assets			2,885,839				2,017,622				2,216,153				3,631,409				4,677,822
Long-term debt, including current portion			—				—				113,470				118,046				23,649
Total shareholders’ equity			2,365,986				1,489,805				1,644,521				3,207,410				4,475,260

(1)	Excludes stock-based compensation expense, amortization of purchased intangible assets and stock option exchange expense. See Consolidated Statements of Operations, included in Part IV, Item 15 of this Report.
(2)	See Notes 1 and 2 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of this Report, for an explanation of the calculation of net income (loss) per share.

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

	•	economic and market conditions in the semiconductor industry and the broadband communications markets;
	•	the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory;
	•	the rate at which our present and future customers and end-users adopt our products and technologies in our target markets;
	•	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; and
	•	the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products.

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		Years Ended
		December 31,
		2004				2003				2002
Hewlett-Packard(1)			12.9	%			15.5	%			14.8	%
Motorola			12.4				*				12.1
Dell			*				11.9				11.3
Cisco(2)			*				*				10.0
Five largest customers as a group			51.1				51.6				52.3

*	Less than 10% of net revenue.

(1)	Includes sales to Compaq, which was acquired by Hewlett-Packard in May 2002, for all periods presented.
(2)	Includes sales to Linksys, which was acquired by Cisco in June 2003, for all periods presented.

		Years Ended
		December 31,
		2004				2003				2002
Asia			15.0	%			19.6	%			20.5	%
Europe			6.4				5.9				4.4
Other			0.2				0.3				0.4
			21.6	%			25.8	%			25.3	%

	•	our product mix and volumes of product sales;
	•	stock-based compensation expense;
	•	the position of our products in their respective life cycles;
	•	the effects of competition;
	•	the effects of competitive pricing programs;
	•	manufacturing cost efficiencies and inefficiencies;
	•	fluctuations in direct product costs such as wafer pricing and assembly, packaging and testing costs, and overhead costs such as prototyping expenses;
	•	provisions for excess or obsolete inventories;
	•	product warranty costs;
	•	amortization of purchased intangible assets; and
	•	licensing and royalty arrangements.

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	•	stock-based compensation expense;
	•	amortization of purchased intangible assets;
	•	settlement costs;
	•	in-process research and development, or IPR&D;
	•	impairment of goodwill and intangible assets;
	•	stock-option exchange expense; and
	•	restructuring costs.

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	•	the nature of products and services;
	•	the nature of the production processes;
	•	the type or class of customer for their products and services; and
	•	the methods used to distribute their products or provide their services.

	•	the sale of integrated circuits is the only material source of revenue for each of our four operating segments or business groups;
	•	the integrated circuits sold by each of our operating segments use the same standard CMOS manufacturing processes;
	•	the integrated circuits marketed by each of our operating segments are sold to one type of customer: manufacturers of broadband equipment, who incorporate our integrated circuits into their electronic products; and
	•	all of our integrated circuits are sold through a centralized sales force and common wholesale distributors.

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	•	Net Revenue We recognize product revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) our price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. In addition, we do not recognize revenue until all customer acceptance requirements have been met, when applicable. These criteria are usually met at the time of product shipment. However, a portion of our sales are made through distributors under agreements allowing for pricing credits and/or rights of return. Product revenue on sales made through these distributors is not recognized until the distributors ship the product to their customers. Customer purchase orders and/or contracts are generally used to determine the existence of an arrangement. Shipping documents and the completion of any customer acceptance requirements, when applicable, are used to verify product delivery or that services have been rendered. We assess whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. We assess the collectibility of our accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.
	•	Sales Returns and Allowance for Doubtful Accounts. We record reductions to revenue for estimated product returns and pricing adjustments, such as competitive pricing programs and rebates, in the same period that the related revenue is recorded. The amount of these reductions is based on historical sales returns, analysis of credit memo data, specific criteria included in rebate agreements, and other factors known at the time. Additional reductions to revenue would result if actual product returns or pricing adjustments exceed our estimates. We also maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. If the financial condition of any of our customers was to deteriorate, resulting in an impairment of its ability to make payments, additional allowances could be required.
	•	Inventory and Warranty Reserves. We write down our inventory for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future demand and market conditions. If actual demand and market conditions are less favorable than those projected by management, additional inventory write-downs could be required. Our products typically carry a one to three year warranty. We establish reserves for estimated product warranty costs at the time revenue is recognized. Although we engage in extensive product quality programs and processes, our warranty obligation is affected by product failure rates, use of materials and service delivery costs incurred in correcting any product failure. Should actual product failure rates, use of materials or service delivery costs differ from our estimates, additional warranty reserves could be required, which could reduce gross margins.
	•	Goodwill and Purchased Intangible Assets. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. The amounts and useful lives assigned to other intangible assets impact the amount and timing of future amortization, and the amount assigned to in-process research and development is expensed immediately. The value of our intangible assets, including goodwill, could be impacted by future adverse changes such as: (i) any future declines in our operating results, (ii) a decline in the valuation of technology company stocks, including the valuation of our common stock, (iii) another significant slowdown in the worldwide economy or the semiconductor industry or (iv) any failure to meet the performance projections included in our forecasts of future operating results. We evaluate these assets, including purchased intangible assets deemed to have indefinite lives, on an annual basis in the fourth quarter or more frequently if we believe indicators of impairment exist. In the process of our annual impairment review, we primarily use the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies to determine the fair value of our intangible assets. Significant management judgment is required in the forecasts of future operating results that are used in the discounted cash flow method of valuation. The estimates we have

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		used are consistent with the plans and estimates that we use to manage our business. It is possible, however, that the plans and estimates used may be incorrect. If our actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges.
	•	Deferred Taxes and Contingencies. We utilize the liability method of accounting for income taxes. We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we consider all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. As a result of our cumulative losses and the full utilization of our loss carrybacks, we concluded that a full valuation allowance against our net deferred tax assets was appropriate. In the future, if we realize a deferred tax asset that carries a valuation allowance, we will record a reduction to income tax expense in the period of such realization. We record estimated tax liabilities to the extent the contingencies are probable and can be reasonably estimated. However the actual liability in any such tax contingencies may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.
	•	Litigation and Settlement Costs. From time to time, we are involved in disputes, litigation and other legal actions. We are aggressively defending our current litigation matters, including our pending securities class action lawsuit. However, there are many uncertainties associated with any litigation, and we cannot assure you that these actions or other third party claims against us will be resolved without costly litigation and/or substantial settlement charges. In addition the resolution of any future intellectual property litigation may require us to make royalty payments, which could adversely impact gross margins in future periods. If any of those events were to occur, our business, financial condition and results of operations could be materially and adversely affected. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. However the actual liability in any such litigation may be materially different from our estimates, which could result in the need to record additional costs.

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			Years Ended December 31,
			2004				2003				2002
Net revenue				100.0	%			100.0	%			100.0	%
Cost of revenue				49.7				52.2				55.8
Gross profit				50.3				47.8				44.2
Operating expense:
	Research and development(1)			20.6				27.0				42.6
	Selling, general and administrative(1)			8.9				11.8				15.3
	Stock-based compensation			3.0				16.3				33.1
	Amortization of purchased intangible assets			0.2				0.2				2.1
	Settlement costs			2.9				12.1				0.3
	In-process research and development			2.7				—				—
	Impairment of goodwill and other intangible assets			0.7				27.3				116.8
	Stock option exchange			—				13.0				—
	Restructuring costs			—				0.2				11.1
Income (loss) from operations				11.3				(60.1	)			(177.1	)
Interest income, net				0.7				0.4				1.1
Other income (expense), net				0.3				1.6				(3.0	)
Income (loss) before income taxes				12.3				(58.1	)			(179.0	)
Provision for income taxes				3.2				1.5				27.5
Net income (loss)				9.1	%			(59.6	)%			(206.5	)%

(1)	Excludes stock-based compensation expense, amortization of purchased intangible assets and stock option exchange expense. See Consolidated Statements of Operations, included in Part IV, Item 15 of this Report.

	Years Ended December 31, 2004 and 2003

	Net Revenue, Cost of Revenue and Gross Profit

		Years Ended December 31,
		2004								2003
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Increase				Change
		(In thousands, except percentages)
Net revenue		$	2,400,610				100.0	%		$	1,610,095				100.0	%		$	790,515				49.1	%
Cost of revenue			1,193,294				49.7				839,776				52.2				353,518				42.1
Gross profit		$	1,207,316				50.3	%		$	770,319				47.8	%		$	436,997				56.7

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		Years Ended December 31,
		2004								2003
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Increase				Change
		(In thousands, except percentages)
Enterprise networking		$	1,121,090				46.7	%		$	917,876				57.0	%		$	203,214				22.1	%
Broadband communications			780,383				32.5				373,562				23.2				406,821				108.9
Mobile and wireless			499,137				20.8				318,657				19.8				180,480				56.6
Net revenue		$	2,400,610				100.0	%		$	1,610,095				100.0	%		$	790,515				49.1

		Three Months Ended								Three Months Ended
		December 31, 2004								September 30, 2004
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Decrease				Change
		(In thousands, except percentages)
Enterprise networking		$	238,048				44.1	%		$	295,724				45.8	%		$	(57,676	)			(19.5	)%
Broadband communications			175,354				32.5				218,810				33.8				(43,456	)			(19.9	)
Mobile and wireless			125,988				23.4				131,981				20.4				(5,993	)			(4.5	)
Net revenue		$	539,390				100.0	%		$	646,515				100.0	%		$	(107,125	)			(16.6	)

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		Years Ended December 31,
		2004								2003
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Decrease				Change
		(In thousands, except percentages)
Stock-based compensation expense		$	1,367				0.1	%		$	6,528				0.4	%		$	(5,161	)			(79.1	)%
Amortization of purchased intangible assets			12,821				0.5				17,207				1.1				(4,386	)			(25.5	)
Stock option exchange expense			—				—				11,454				0.7				(11,454	)			—
		$	14,188				0.6	%		$	35,189				2.2	%		$	(21,001	)			(59.7	)

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		Years Ended December 31,
		2004								2003
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Increase				Change
		(In thousands, except percentages)
Research and development		$	495,075				20.6	%		$	434,018				27.0	%		$	61,057				14.1	%
Selling, general and administrative			212,727				8.9				190,138				11.8				22,589				11.9

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	Stock-Based Compensation Expense

		Years Ended December 31,
		2004								2003
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Decrease				Change
		(In thousands, except percentages)
Research and development		$	58,611				2.4	%		$	219,337				13.6	%		$	(160,726	)			(73.3	)%
Selling, general and administrative			14,709				0.6				44,623				2.7				(29,914	)			(67.0	)
		$	73,320				3.0	%		$	263,960				16.3	%		$	(190,640	)			(72.2	)

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	Amortization of Purchased Intangible Assets

		Years Ended December 31,
		2004								2003
						% of Net								% of Net				Increase				%
		Amount				Revenue				Amount				Revenue				(Decrease)				Change
		(In thousands, except percentages)
Research and development		$	—				—	%		$	815				0.0	%		$	(815	)			—	%
Selling, general and administrative			3,703				0.2				2,689				0.2				1,014				37.7
		$	3,703				0.2	%		$	3,504				0.2	%		$	199				5.7

	Settlement Costs

		Years Ended December 31,
		2004								2003
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Decrease				Change
		(In thousands, except percentages)
Settlement costs		$	68,700				2.9	%		$	194,509				12.1	%		$	(125,809	)			(64.7	)%

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	In-Process Research and Development

						Weighted
						Average				Average								Risk
						Estimated				Estimated				Estimated				Adjusted
						Percent				Time to				Cost to				Discount
Company Acquired		Development Projects				Complete				Complete				Complete				Rate				IPR&D
										(In years)				(In millions)								(In millions)
RAIDCore			RAID software stack				60	%			1			$	1.8				23	%		$	2.3
Sand Video			Decoder/codec chips				45				1.5				6.4				28				20.5
M-Stream			Algorithm implemented in DSP chip				30				1				1.3				26				3.7
Zyray			WCDMA baseband co-processor				80				1				5.6				24				25.9
Alphamosaic			Multimedia co-processor				50				1				11.5				21				11.3

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		Years Ended December 31,
		2004								2003
						% of Net								% of Net
		Amount				Revenue				Amount				Revenue				Decrease				% Change
		(In thousands, except percentages)
Impairment of goodwill and other intangible assets		$	18,000				0.7	%		$	439,611				27.3	%		$	(421,611	)			(95.9	)%

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		2001 Restructuring Plan								2002 Restructuring Plan
						Consolidation								Consolidation
		Workforce				of Excess				Workforce				of Excess
		Reductions				Facilities				Reductions				Facilities				Total
		(In thousands)
Restructuring liabilities at December 31, 2001		$	124			$	10,470			$	—			$	—			$	10,594
Charged to expense in 2002			1,411				30,454				65,048				22,767				119,680
Liabilities assumed in acquisition (1)			—				—				—				6,815				6,815
Non-cash costs(2)			(135	)			(4,868	)			(46,821	)			(1,495	)			(53,319	)
Cash payments(3)			(1,400	)			(6,502	)			(16,683	)			(3,494	)			(28,079	)
Restructuring liabilities at December 31, 2002			—				29,554				1,544				24,593				55,691
Charged to expense in 2003			—				—				2,932				—				2,932
Non-cash costs(2)			—				—				(972	)			—				(972	)
Cash payments(3)			—				(11,195	)			(3,504	)			(5,778	)			(20,477	)
Restructuring liabilities at December 31, 2003			—				18,359				—				18,815				37,174
Liabilities assumed in acquisitions (1)			—				—				—				3,411				3,411
Cash payments(3)			—				(6,066	)			—				(7,402	)			(13,468	)
Restructuring liabilities at December 31, 2004		$	—			$	12,293			$	—			$	14,824			$	27,117

(1)	Although not related to the 2002 or 2001 Restructuring Plans, we assumed additional liabilities of approximately $6.8 million in connection with the Mobilink acquisition in 2002 and $3.4 million in connection with the Sand Video, WIDCOMM, Zyray and Alphamosaic acquisitions in 2004, for the consolidation of excess facilities, relating primarily to lease terminations, non-cancelable lease costs and write-offs of leasehold improvements. These costs were accounted for under EITF Issue No. 95-3, Recognition of Liabilities in Connection with Purchase Business Combinations, and were recognized as liabilities assumed in the purchase business combinations and offset by corresponding increases in goodwill. The liabilities related to these acquisitions have been classified as restructuring liabilities for presentation in the consolidated balance sheets.
(2)	Non-cash costs related to stock-based compensation expense resulting from an extension of the exercise period for vested stock options of certain terminated employees and the acceleration of the vesting period of certain options of certain terminated employees as required by their assumed option agreements, and the write-off of leasehold improvements.
(3)	Cash payments relate to severance and fringe benefits, net lease payments on excess facilities, lease terminations and non-cancelable lease costs.

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		Years Ended December 31,
		2004								2003
						% of Net								% of Net				Increase				%
		Amount				Revenue				Amount				Revenue				(Decrease)				Change
		(In thousands, except percentages)
Interest income, net		$	15,010				0.7	%		$	6,828				0.4	%		$	8,182				119.8	%
Other income, net			7,317				0.3				26,053				1.6				(18,736	)			(71.9	)

	Provision for Income Taxes

		Years Ended December 31,
		2004								2003
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Increase				Change
		(In thousands, except percentages)
Provision for income taxes		$	75,607				3.2	%		$	25,127				1.5	%		$	50,480				200.9	%

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	Years Ended December 31, 2003 and 2002

	Net Revenue, Cost of Revenue and Gross Profit

		Years Ended December 31,
		2003								2002
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Increase				Change
		(In thousands, except percentages)
Net revenue		$	1,610,095				100.0	%		$	1,082,948				100.0	%		$	527,147				48.7	%
Cost of revenue			839,776				52.2				604,397				55.8				235,379				38.9
Gross profit		$	770,319				47.8	%		$	478,551				44.2	%		$	291,768				61.0

		Years Ended December 31,
		2003								2002
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Increase				Change
		(In thousands, except percentages)
Enterprise networking		$	917,876				57.0	%		$	702,562				64.9	%		$	215,314				30.6	%
Broadband communications			373,562				23.2				288,609				26.7				84,953				29.4
Mobile and wireless			318,657				19.8				91,777				8.4				226,880				247.2
Net revenue		$	1,610,095				100.0	%		$	1,082,948				100.0	%		$	527,147				48.7

		Years Ended December 31,
		2003								2002
						% of Net								% of Net				Increase				%
		Amount				Revenue				Amount				Revenue				(Decrease)				Change
		(In thousands, except percentages)
Stock-based compensation expense		$	6,528				0.4	%		$	12,917				1.2	%		$	(6,389	)			(49.5	)%
Amortization of purchased intangible assets			17,207				1.1				56,032				5.2				(38,825	)			(69.3	)
Stock option exchange expense			11,454				0.7				—				—				11,454				—
		$	35,189				2.2	%		$	68,949				6.4	%		$	(33,760	)			(49.0	)

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	Research and Development and Selling, General and Administrative Expenses

		Years Ended December 31,
		2003								2002
						% of Net								% of Net				Increase				%
		Amount				Revenue				Amount				Revenue				(Decrease)				Change
		(In thousands, except percentages)
Research and development		$	434,018				27.0	%		$	461,804				42.6	%		$	(27,786	)			(6.0	)%
Selling, general and administrative			190,138				11.8				165,267				15.3				24,871				15.0

	Stock-Based Compensation Expense

		Years Ended December 31,
		2003								2002
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Decrease				Change
		(In thousands, except percentages)
Research and development		$	219,337				13.6	%		$	252,365				23.3	%		$	(33,028	)			(13.1	)%
Selling, general and administrative			44,623				2.7				107,425				9.8				(62,802	)			(58.5	)
		$	263,960				16.3	%		$	359,790				33.1	%		$	(95,830	)			(26.6	)

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	Amortization of Purchased Intangible Assets

		Years Ended December 31,
		2003								2002
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Decrease				Change
		(In thousands, except percentages)
Research and development		$	815				0.0	%		$	19,566				1.8	%		$	(18,751	)			(95.8	)%
Selling, general and administrative			2,689				0.2				2,821				0.3				(132	)			(4.7	)
		$	3,504				0.2	%		$	22,387				2.1	%		$	(18,883	)			(84.3	)

	Impairment of Goodwill and Other Intangible Assets

		Years Ended December 31,
		2003								2002
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Decrease				Change
		(In thousands, except percentages)
Impairment of goodwill and other intangible assets		$	439,611				27.3	%		$	1,265,038				116.8	%		$	(825,427	)			(65.2	)%

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	Settlement Costs

		Years Ended December 31,
		2003								2002
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Increase				Change
		(In thousands, except percentages)
Settlement costs		$	194,509				12.1	%		$	3,000				0.3	%		$	191,509				6,383	%

	Stock Option Exchange Expense

	Restructuring Costs

		Years Ended December 31,
		2003								2002
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Decrease				Change
		(In thousands, except percentages)
Restructuring costs		$	2,932				0.2	%		$	119,680				11.1	%		$	(116,748	)			(97.6	)%

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	Interest and Other Income (Expense), Net

		Years Ended December 31,
		2003								2002
						% of Net								% of Net				Increase				%
		Amount				Revenue				Amount				Revenue				(Decrease)				Change
		(In thousands, except percentages)
Interest income, net		$	6,828				0.4	%		$	12,183				1.1	%		$	(5,355	)			(44.0	)%
Other income (expense), net			26,053				1.6				(32,750	)			(3.0	)			58,803				179.6

	Other Income (Expense), Net

	Provision for Income Taxes

		Years Ended December 31,
		2003								2002
						% of Net								% of Net								%
		Amount				Revenue				Amount				Revenue				Decrease				Change
		(In thousands, except percentages)
Provision for income taxes		$	25,127				1.5	%		$	297,594				27.5	%		$	(272,467	)			(91.6	)%

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		December 31,				December 31,
		2004				2003				Increase
		(In thousands)
Working capital		$	1,087,342			$	492,227			$	595,115
Cash and cash equivalents(1)		$	858,592			$	558,669			$	299,923
Short-term marketable securities(1)			324,041				47,296				276,745
Long-term marketable securities			92,918				36,405				56,513
		$	1,275,551			$	642,370			$	633,181

(1)	Included in working capital

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		Payment Obligations by Year (In thousands)
																						There-
		2005				2006				2007				2008				2009				after				Total
Operating leases		$	86,526			$	76,831			$	51,568			$	42,966			$	37,570			$	159,724			$	455,185
Inventory and other related purchased obligations			113,430				—				—				—				—				—				113,430
Other purchase obligations			45,360				4,348				2,136				—				—				—				51,844
Restructuring liabilities			10,364				5,990				4,495				2,507				2,507				1,254				27,117
Accrued settlement payments			10,700				2,000				2,000				2,000				—				—				16,700
		$	266,380			$	89,169			$	60,199			$	47,473			$	40,077			$	160,978			$	664,276

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	•	the overall levels of sales of our products and gross profit margins;
	•	our business, product, capital expenditure and research and development plans, and product and technology roadmaps;
	•	the market acceptance of our products;
	•	volume price discounts and customer rebates;
	•	the levels of inventory and accounts receivable that we maintain;
	•	capital improvements for new and existing facilities;
	•	technological advances;
	•	our competitors’ responses to our products;
	•	our relationships with suppliers and customers;
	•	the availability of sufficient foundry capacity and packaging materials;
	•	the levels of promotion and advertising that will be required to launch our new products and achieve and maintain a competitive position in the marketplace;
	•	litigation expenses, settlements and judgments;
	•	expenses related to our restructuring plans;
	•	changes in our compensation policies;
	•	the exercise of stock options and stock purchases under our employee stock purchase plan;
	•	use of restricted stock units and the related payment in cash of withholding taxes due from employees; and
	•	general economic conditions and specific conditions in the semiconductor industry and the broadband communications markets, including the effects of recent international conflicts and the general economic slowdown and related uncertainties.

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	•	changes in accounting rules, such as the change requiring the recording of expenses for employee stock options and other stock-based compensation that is scheduled to go into effect in the third quarter of 2005;
	•	a possible adverse outcome in or the settlement of our pending securities litigation or other actual or threatened litigation;
	•	the overall cyclicality of, and changing economic and market conditions in, the semiconductor industry and the broadband communications markets;
	•	the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory;
	•	the gain or loss of a key customer, design win or order;
	•	our ability to develop new sources of revenue to replace lost revenue from our declining Intel processor-based server chipset business;
	•	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 that we need to implement our business and product plans;
	•	our ability to scale our operations in response to changes in demand for our existing products and services or demand for new products requested by our customers;
	•	our ability to timely and accurately predict market requirements and evolving industry standards and to identify opportunities in new markets;
	•	the rate at which our present and future customers and end users adopt our technologies and products in our target markets;
	•	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 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 volume of our product sales and pricing concessions on volume sales;
	•	fluctuations in the manufacturing yields of our foundries, and other problems or delays in the fabrication, assembly, testing or delivery of our products; and
	•	the effects of public health emergencies, natural disasters, terrorist activities, international conflicts and other events beyond our control.

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	•	quarter-to-quarter variations in our operating results;
	•	changes in accounting rules, particularly those related to the expensing of stock options;
	•	announcements of changes in our senior management;
	•	the gain or loss of one or more significant customers or suppliers;
	•	announcements of technological innovations or new products by our competitors, customers or us;
	•	the gain or loss of market share in any of our markets;
	•	general economic and political conditions and specific conditions in semiconductor industry and the broadband communications markets;
	•	continuing international conflicts and acts of terrorism;
	•	changes in earnings estimates or investment recommendations by analysts;
	•	changes in investor perceptions; or
	•	changes in expectations relating to our products, plans and strategic position or those of our competitors or customers.

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	•	most of our customers can stop incorporating our products into their own products with limited notice to us and suffer little or no penalty;
	•	our agreements with our customers typically do not require them to purchase a minimum quantity of our products;
	•	many of our customers have pre-existing or concurrent relationships with our current or potential competitors that may affect their decisions to purchase our products;
	•	our customers face intense competition from other manufacturers that do not use our products; and
	•	some of our customers offer or may offer products that compete with our products.

	Our future success depends in significant part on strategic relationships with certain customers. If we cannot maintain these relationships or if these customers develop their own solutions or adopt a competitor’s solutions instead of buying our products, our operating results would be adversely affected.

	Our acquisition strategy may be dilutive to existing shareholders, result in unanticipated accounting charges or otherwise adversely affect our results of operations, and result in difficulties in assimilating and integrating the operations, personnel, technologies, products and information systems of acquired companies or businesses.

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	We must keep pace with rapid technological changes and evolving industry standards in the semiconductor industry and broadband communications markets to remain competitive.

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	If we are unable to develop and introduce new products successfully and in a cost-effective and timely manner or to achieve market acceptance of our new products, our operating results would be adversely affected.

	•	timely and accurately predict market requirements and evolving industry standards;
	•	accurately define new products;
	•	timely and accurately identify opportunities in new markets;
	•	timely complete and introduce new product designs;
	•	timely qualify and obtain industry interoperability certification of our products and the products of our customers into which our products will be incorporated;
	•	obtain sufficient foundry capacity and packaging materials;
	•	achieve high manufacturing yields;
	•	shift our products to smaller geometry process technologies to achieve lower cost and higher levels of design integration; and
	•	gain market acceptance of our products and our customers’ products.

	As our international business expands, we are increasingly exposed to various legal, business, political and economic risks associated with our international operations.

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	•	political, social and economic instability;
	•	exposure to different legal standards, particularly with respect to intellectual property;
	•	natural disasters and public health emergencies;
	•	nationalization of business and blocking of cash flows;
	•	trade and travel restrictions;
	•	the imposition of governmental controls and restrictions;
	•	burdens of complying with a variety of foreign laws;
	•	import and export license requirements and restrictions of the United States and each other country in which we operate;
	•	unexpected changes in regulatory requirements;
	•	foreign technical standards;
	•	changes in taxation and tariffs;
	•	difficulties in staffing and managing international operations;
	•	fluctuations in currency exchange rates;
	•	difficulties in collecting receivables from foreign entities or delayed revenue recognition; and
	•	potentially adverse tax consequences.

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	•	a lack of guaranteed wafer supply and potential wafer shortages and higher wafer prices;
	•	limited control over delivery schedules, quality assurance, manufacturing yields and production costs; and
	•	the unavailability of, or potential delays in obtaining access to, key process technologies.

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	The complexity of our products could result in unforeseen delays or expenses and in undetected defects or bugs, which could damage our reputation with current or prospective customers and adversely affect the market acceptance of new products.

	The six primary independent foundries upon which we rely to manufacture substantially all of our current products and our California and Singapore facilities are located in regions that are subject to earthquakes and other natural disasters.

	Changes in current or future laws or regulations or the imposition of new laws or regulations by the FCC, other federal or state agencies or foreign governments could impede the sale of our products or otherwise harm our business.

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	If our internal controls over financial reporting do not comply with the requirements of the Sarbanes-Oxley Act, our business and stock price could be adversely affected.

	We may experience difficulties in implementing or enhancing new information systems.

	We may seek to raise additional capital through the issuance of additional equity or debt securities or by borrowing money, but additional funds may not be available on terms acceptable to us, or at all.

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	Our co-founders, directors, executive officers and their affiliates can control the outcome of matters that require the approval of our shareholders, and accordingly we will not be able to engage in certain transactions without their approval.

	Our articles of incorporation and bylaws contain anti-takeover provisions that could prevent or discourage a third party from acquiring us.

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Item 7A.	Quantitative and Qualitative Disclosures about Market Risk

			Carrying																Fair
			Value				Maturity												Value
			December 31,																December 31,
			2004				2005				2006				2007				2004
			(In thousands, except interest rates)
Investments
Cash equivalents			$	356,845			$	356,845			$	—			$	—			$	356,831
	Weighted average interest rate			2.33	%			2.33	%			—				—
Marketable debt securities			$	416,959			$	324,041			$	69,717			$	23,201			$	415,757
	Weighted average interest rate			2.40	%			2.30	%			2.64	%			3.12	%

			Carrying																Fair
			Value				Maturity												Value
			December 31,																December 31,
			2003				2004				2005				2006				2003
			(In thousands, except interest rates)
Investments
Cash equivalents			$	64,299			$	64,299			$	—			$	—			$	64,299
	Weighted average interest rate			1.15	%			1.15	%			—				—
Marketable debt securities			$	83,701			$	47,296			$	17,273			$	19,132			$	84,050
	Weighted average interest rate			2.20	%			2.08	%			2.26	%			2.46	%

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Item 8.	Financial Statements and Supplementary Data

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

Item 9A.	Controls and Procedures

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Item 9B.	Other Information

Item 10.	Directors and Executive Officers of the Registrant

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management

Item 13.	Certain Relationships and Related Transactions

Item 14.	Principal Accounting Fees and Services

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Item 15.	Exhibits and Financial Statement Schedules

		Page
Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets as of December 31, 2004 and 2003			F-2
Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002			F-3
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2004, 2003 and 2002			F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002			F-5
Notes to Consolidated Financial Statements			F-6

		Page
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule			S-1
Schedule II — Consolidated Valuation and Qualifying Accounts			S-2

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						December 31,
						2004				2003
Assets
Current assets:
	Cash and cash equivalents					$	858,592			$	558,669
	Short-term marketable securities						324,041				47,296
	Accounts receivable (net of allowance for doubtful accounts of $6,900 in 2004 and $6,493 in 2003)						205,135				220,124
	Inventory						128,294				104,047
	Prepaid expenses and other current assets						68,380				65,667
				Total current assets			1,584,442				995,803
Property and equipment, net							107,160				142,113
Long-term marketable securities							92,918				36,405
Goodwill							1,062,188				827,652
Purchased intangible assets, net							17,074				6,667
Other assets							22,057				8,982
				Total assets		$	2,885,839			$	2,017,622
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable					$	171,248			$	219,064
	Wages and related benefits						42,697				33,965
	Deferred revenue						3,648				963
	Accrued liabilities						279,507				249,584
				Total current liabilities			497,100				503,576
Commitments and contingencies
Long-term liabilities							22,753				24,241
Shareholders’ equity:
		Convertible preferred stock, $.0001 par value:
			Authorized shares — 10,000,000 — none issued and outstanding				—				—
		Class A common stock, $.0001 par value:
			Authorized shares — 800,000,000
			Issued and outstanding shares — 273,112,763 in 2004 and 240,243,633 in 2003				27				24
		Class B common stock, $.0001 par value:
			Authorized shares — 400,000,000
			Issued and outstanding shares — 57,395,782 in 2004 and 65,778,605 in 2003				6				7
	Additional paid-in capital						8,741,045				8,123,941
	Notes receivable from employees						(7,955	)			(10,906	)
	Deferred compensation						(40,701	)			(77,616	)
	Accumulated deficit						(6,327,535	)			(6,546,280	)
	Accumulated other comprehensive income						1,099				635
				Total shareholders’ equity			2,365,986				1,489,805
				Total liabilities and shareholders’ equity		$	2,885,839			$	2,017,622

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					Years Ended December 31,
					2004				2003				2002
Net revenue					$	2,400,610			$	1,610,095			$	1,082,948
Cost of revenue(1)						1,193,294				839,776				604,397
Gross profit						1,207,316				770,319				478,551
Operating expense:
	Research and development(2)					495,075				434,018				461,804
	Selling, general and administrative(2)					212,727				190,138				165,267
	Stock-based compensation					73,320				263,960				359,790
	Amortization of purchased intangible assets					3,703				3,504				22,387
	Settlement costs					68,700				194,509				3,000
	In-process research and development					63,766				—				—
	Impairment of goodwill and intangible assets					18,000				439,611				1,265,038
	Stock option exchange					—				209,266				—
	Restructuring costs					—				2,932				119,680
Income (loss) from operations						272,025				(967,619	)			(1,918,415	)
Interest income, net						15,010				6,828				12,183
Other income (expense), net						7,317				26,053				(32,750	)
Income (loss) before income taxes						294,352				(934,738	)			(1,938,982	)
Provision for income taxes						75,607				25,127				297,594
Net income (loss)					$	218,745			$	(959,865	)		$	(2,236,576	)
Net income (loss) per share (basic)					$	.68			$	(3.29	)		$	(8.35	)
Net income (loss) per share (diluted)					$	.63			$	(3.29	)		$	(8.35	)
Weighted average shares (basic)						319,442				292,009				267,990
Weighted average shares (diluted)						349,037				292,009				267,990
(1) Cost of revenue includes the following:
			Stock-based compensation expense		$	1,367			$	6,528			$	12,917
			Amortization of purchased intangible assets			12,821				17,207				56,032
			Stock option exchange expense			—				11,454				—
					$	14,188			$	35,189			$	68,949
(2) Stock-based compensation expense is excluded from the following:
			Research and development expense		$	58,611			$	219,337			$	252,365
			Selling, general and administrative expense			14,709				44,623				107,425
					$	73,320			$	263,960			$	359,790
		Amortization of purchased intangible assets is excluded from the following:
			Research and development expense		$	—			$	815			$	19,566
			Selling, general and administrative expense			3,703				2,689				2,821
					$	3,703			$	3,504			$	22,387
		Stock option exchange expense is excluded from the following:
			Research and development expense		$	—			$	164,798			$	—
			Selling, general and administrative expense			—				44,468				—
					$	—			$	209,266			$	—

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																Notes												Accumulated
				Common Stock								Additional				Receivable												Other				Total
												Paid-In				From				Deferred				Accumulated				Comprehensive				Shareholders’
				Shares				Amount				Capital				Employees				Compensation				Deficit				Income (Loss)				Equity
Balance at December 31, 2001					264,504,496			$	26			$	7,529,685			$	(14,452	)		$	(964,916	)		$	(3,349,839	)		$	6,906			$	3,207,410
	Purchase transactions				6,769,500				1				214,728				(299	)			—				—				—				214,430
	Exercise of stock options, net				5,491,411				1				25,377				(295	)			—				—				—				25,083
	Employee stock purchase plan				1,038,541				—				18,972				—				—				—				—				18,972
	Repayment of notes receivable				—				—				—				2,199				—				—				—				2,199
	Deferred compensation, net				—				—				(100,812	)			—				100,812				—				—				—
	Stock-based compensation expense				—				—				10,449				—				409,214				—				—				419,663
	Components of comprehensive loss:
		Change in net unrealized loss on investments			—				—				—				—				—				—				(7,152	)			(7,152	)
		Reclassification adjustment for net realized loss included in net loss			—				—				—				—				—				—				106				106
		Translation adjustments			—				—				—				—				—				—				386				386
		Net loss			—				—				—				—				—				(2,236,576	)			—				(2,236,576	)
	Comprehensive loss				—				—				—				—				—				—				—				(2,243,236	)
Balance at December 31, 2002					277,803,948				28				7,698,399				(12,847	)			(454,890	)			(5,586,415	)			246				1,644,521
	Purchase transactions, net				2,565,372				—				17,837				—				—				—				—				17,837
	Exercise of stock options, net				14,865,522				2				182,716				—				—				—				—				182,718
	Employee stock purchase plan				2,213,363				—				24,777				—				—				—				—				24,777
	Repayment of notes receivable				—				—				—				1,941				—				—				—				1,941
	Deferred compensation, net				—				—				30,363				—				(30,363	)			—				—				—
	Stock-based compensation expense				—				—				7,544				—				352,003				—				—				359,547
	Stock option exchange				8,574,033				1				162,305				—				55,634				—				—				217,940
	Components of comprehensive loss:
		Change in net unrealized loss on investments			—				—				—				—				—				—				(61	)			(61	)
		Reclassification adjustment for net realized loss included in net loss			—				—				—				—				—				—				137				137
		Translation adjustments			—				—				—				—				—				—				313				313
		Net loss			—				—				—				—				—				(959,865	)			—				(959,865	)
	Comprehensive loss				—				—				—				—				—				—				—				(959,476	)
Balance at December 31, 2003					306,022,238				31				8,123,941				(10,906	)			(77,616	)			(6,546,280	)			635				1,489,805
	Purchase transactions, net				7,370,165				1				244,212				(34	)			—				—				—				244,179
	Shares issued pursuant to stock awards, net				14,570,066				1				222,314				—				—				—				—				222,315
	Employee stock purchase plan				2,546,076				—				31,008				—				—				—				—				31,008
	Tax benefit realized from stock plans				—				—				81,798				—				—				—				—				81,798
	Repayment of notes receivable				—				—				—				2,985				—				—				—				2,985
	Deferred compensation, net				—				—				37,053				—				(37,053	)			—				—				—
	Stock-based compensation expense				—				—				719				—				73,968				—				—				74,687
	Components of comprehensive income:
		Change in net unrealized loss on investments			—				—				—				—				—				—				(3	)			(3	)
		Translation adjustments			—				—				—				—				—				—				467				467
		Net income			—				—				—				—				—				218,745				—				218,745
	Comprehensive income				—				—				—				—				—				—				—				219,209
Balance at December 31, 2004					330,508,545			$	33			$	8,741,045			$	(7,955	)		$	(40,701	)		$	(6,327,535	)		$	1,099			$	2,365,986

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					Years Ended December 31,
					2004				2003				2002
Operating activities
Net income (loss)					$	218,745			$	(959,865	)		$	(2,236,576	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization					75,166				70,237				68,709
	Stock-based compensation expense					74,687				270,488				372,707
	Amortization of purchased intangible assets					16,524				20,711				78,419
	In-process research and development					63,766				—				—
	Impairment of goodwill and intangible assets					18,000				439,611				1,265,038
	Tax benefit realized from stock plans					81,798				—				—
	Non-cash stock option exchange expense					—				217,940				—
	Non-cash settlement costs					—				88,087				—
	Non-cash restructuring charges					—				972				52,456
	(Gain) loss on strategic investments, net					(5,231	)			(22,041	)			33,201
	Non-cash development revenue					—				(508	)			(4,700	)
	Deferred taxes					—				—				286,525
	Change in operating assets and liabilities:
		Accounts receivable				23,631				(91,019	)			(62,333	)
		Inventory				(22,310	)			(57,554	)			(22,577	)
		Prepaid expenses and other assets				(22,080	)			(27,786	)			(26,371	)
		Accounts payable				(57,186	)			50,828				62,568
		Other accrued liabilities				36,328				30,538				63,743
			Net cash provided by (used in) operating activities			501,838				30,639				(69,191	)
Investing activities
Purchases of property and equipment						(49,931	)			(47,932	)			(75,182	)
Net cash received (paid) in purchase transactions						(74,846	)			(5,862	)			839
Purchases of strategic investments						(3,216	)			(2,500	)			(3,250	)
Proceeds from sales of strategic investments						5,231				29,152				7,597
Purchases of marketable securities						(525,949	)			(69,637	)			(94,300	)
Proceeds from sale of available for sale marketable securities						48,145				—				—
Proceeds from maturities of marketable securities						144,546				139,288				186,743
			Net cash provided by (used in) investing activities			(456,020	)			42,509				22,447
Financing activities
Payments on debt and other obligations						(2,203	)			(113,470	)			(13,713	)
Net proceeds from issuance of common stock						253,323				207,495				44,055
Proceeds from repayment of notes receivable from employees						2,985				1,941				2,199
			Net cash provided by financing activities			254,105				95,966				32,541
Increase (decrease) in cash and cash equivalents						299,923				169,114				(14,203	)
Cash and cash equivalents at beginning of year						558,669				389,555				403,758
Cash and cash equivalents at end of year					$	858,592			$	558,669			$	389,555
Supplemental disclosure of cash flow information
Interest paid					$	57			$	1,019			$	3,004
Income taxes paid (refunded)					$	5,234			$	8,355			$	(3,083	)

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1.	Summary of Significant Accounting Policies

F-6

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F-7

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F-8

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F-9

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		Employee Stock Awards												Employee Stock Purchase Rights
		2004				2003				2002				2004				2003				2002
Expected life (in years)			4.73				4.00				4.00				1.59				1.28				1.17
Volatility			0.64				0.70				0.70				0.64				0.70				0.70
Risk-free interest rate			3.40	%			2.74	%			2.72	%			2.40	%			1.57	%			2.72	%
Dividend yield			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
Weighted average fair value		$	19.19			$	16.88			$	9.33			$	7.36			$	5.90			$	6.89

		Years Ended December 31,
		2004				2003				2002
		(In thousands, except per share data)
Net income (loss) — as reported		$	218,745			$	(959,865	)		$	(2,236,576	)
Add: Stock-based compensation expense included in net income (loss) — as reported			74,687				577,487				419,663
Deduct: Stock-based compensation expense determined under the fair value method			(676,864	)			(1,025,896	)			(1,068,281	)
Net loss — pro forma		$	(383,432	)		$	(1,408,274	)		$	(2,885,194	)
Net income (loss) per share (basic) — as reported		$	.68			$	(3.29	)		$	(8.35	)
Net income (loss) per share (diluted) — as reported		$	.63			$	(3.29	)		$	(8.35	)
Net loss per share (basic and diluted) — pro forma		$	(1.20	)		$	(4.82	)		$	(10.77	)

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F-11

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	Measurement and Recognition

	Amount Allocated to Goodwill

	Amount Allocated to Stock-Based Compensation Expense

	Amount Allocated to Deferred Compensation

F-12

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	•	the nature of products and services;
	•	the nature of the production processes;
	•	the type or class of customer for their products and services; and
	•	the methods used to distribute their products or provide their services.

	•	the sale of integrated circuits is the only material source of revenue for each of its four operating segments or business groups;
	•	the integrated circuits sold by each of its operating segments use the same standard CMOS manufacturing processes;
	•	the integrated circuits marketed by each of its operating segments are sold to one type of customer: manufacturers of broadband equipment, who incorporate its integrated circuits into their electronic products; and
	•	all of its integrated circuits are sold through a centralized sales force and common wholesale distributors.

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2.	Supplementary Financial Information

		December 31,
		2004				2003
		(In thousands)
Work in process		$	38,659			$	53,845
Finished goods			89,635				50,202
		$	128,294			$	104,047

						December 31,
		Useful Life				2004				2003
		(In years)
						(In thousands)
Leasehold improvements			1 to 7			$	48,556			$	43,509
Office furniture and equipment			3 to 7				28,351				25,946
Machinery and equipment			2 to 5				128,187				90,938
Computer software and equipment			2 to 4				142,620				176,559
Construction in progress			N/A				9,436				17,156
							357,150				354,108
Less accumulated depreciation and amortization							(249,990	)			(211,995	)
						$	107,160			$	142,113

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			Years Ended December 31,
			2004				2003				2002
			(In thousands)
Beginning balance			$	827,652			$	1,228,603			$	2,241,632
	Goodwill recorded in connection with purchase transactions (Note 3)			239,351				—				173,656
	Goodwill recorded in connection with contingent consideration earned (Note 3)			—				51,315				42,229
	Reclassification of assembled workforce			—				—				12,124
	Impairment losses (Note 9)			—				(438,611	)			(1,241,038	)
	Other			(4,815	)			(13,655	)			—
Ending balance			$	1,062,188			$	827,652			$	1,228,603

		December 31, 2004												December 31, 2003
						Accumulated												Accumulated
		Gross				Amortization				Net				Gross				Amortization				Net
		(In thousands)
Completed technology		$	152,230			$	(140,066	)		$	12,164			$	133,911			$	(127,244	)		$	6,667
Customer relationships			46,266				(41,997	)			4,269				39,921				(39,921	)			—
Other			9,027				(8,386	)			641				6,759				(6,759	)			—
		$	207,523			$	(190,449	)		$	17,074			$	180,591			$	(173,924	)		$	6,667

		December 31,
		2004				2003
		(In thousands)
Strategic investments (Note 4)		$	5,229			$	2,766
Employee notes and interest receivable			996				1,926
Other			15,832				4,290
		$	22,057			$	8,982

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		December 31,
		2004				2003
		(In thousands)
Accrued taxes		$	94,382			$	106,099
Accrued rebates			93,222				62,282
Warranty reserve			19,185				5,996
Accrued settlement liabilities			10,700				14,767
Restructuring liabilities			10,364				12,933
Other			51,654				47,507
		$	279,507			$	249,584

		December 31,
		2004				2003
		(In thousands)
Restructuring liabilities		$	16,753			$	24,241
Accrued settlement liabilities			6,000				—
		$	22,753			$	24,241

			December 31,
			2004				2003
			(In thousands)
Beginning balance			$	62,282			$	42,391
	Rebates charged as a reduction of revenue			263,634				165,162
	Rebate payments			(232,694	)			(145,271	)
Ending balance			$	93,222			$	62,282

			December 31,
			2004				2003
			(In thousands)
Beginning balance			$	5,996			$	3,881
	Charged to costs and expenses			14,812				8,325
	Acquired through acquisition			157				—
	Payments			(1,780	)			(6,210	)
Ending balance			$	19,185			$	5,996

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		Years Ended December 31,
		2004				2003				2002
		(In thousands)
Net gain (loss) on strategic investments (Note 4)		$	5,231			$	22,041			$	(33,201	)
Other			2,086				4,012				451
		$	7,317			$	26,053			$	(32,750	)

				Years Ended December 31,
				2004				2003				2002
				(In thousands, except per share data)
Numerator: Net income (loss)				$	218,745			$	(959,865	)		$	(2,236,576	)
Denominator:
	Weighted average shares outstanding				319,778				292,881				271,628
	Less: Unvested common shares outstanding				(336	)			(872	)			(3,638	)
Denominator for net income (loss) per share (basic)					319,442				292,009				267,990
Effect of dilutive securities:
		Unvested common shares outstanding			318				—				—
		Stock options and other			29,277				—				—
Denominator for net income (loss) per share (diluted)					349,037				292,009				267,990
Net income (loss) per share (basic)				$	.68			$	(3.29	)		$	(8.35	)
Net income (loss) per share (diluted)				$	.63			$	(3.29	)		$	(8.35	)

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		Years Ended December 31,
		2004				2003				2002
		(In thousands)
Acquisition of equipment through deferred payments		$	—			$	—			$	14,314
Trade-in of equipment as partial consideration for equipment acquired through an operating lease			10,712				—				—

3.	Business Combinations

												Shares				Shares
												Reserved				Reserved
												for Stock				for Certain
												Purchase				Future				Total Shares				Cash
		Date						Shares				Rights				Performance				Issued or				Consideration
Company Acquired		Acquired				Business		Issued				Assumed				Goals				Reserved				Paid
																								(In thousands)
2004 Acquisitions
RAIDCore, Inc.			Jan. 2004			Redundant array of inexpensive disks (“RAID”) and virtualization software			—				—				—				—			$	9,886
Sand Video, Inc.			Apr. 2004			Advanced video compression semiconductor technology			1,406,038				261,919				—				1,667,957				7,365
M-Stream, Inc.			Apr. 2004			Solutions for signal-to-noise ratio performance improvements in cellular handsets			—				26,536				—				26,536				7,898
WIDCOMM, Inc.			May 2004			Software solutions for Bluetooth® wireless products			—				—				—				—				48,427
Zyray Wireless Inc.			July 2004			Baseband co-processors addressing WCDMA (Wideband Code Division Multiple Access) mobile devices			1,894,221				344,977				—				2,239,198				3,850
Alphamosaic Limited			Sep. 2004			Advanced mobile imaging, multimedia and 3D graphics technology optimized for use in cellphones and other mobile devices			4,172,537				141,208				—				4,313,745				2,695
									7,472,796				774,640				—				8,247,436			$	80,121
2003 Acquisition
Gadzoox Networks, Inc.			Mar.  2003			Storage networking technology			—				—				—				—			$	5,862
2002 Acquisition
Mobilink Telecom, Inc.			May 2002			Chipsets and reference designs for use in mobile phones, PDAs and cellular modem cards			4,396,734				1,211,637				2,045,569				7,653,940			$	—
Total acquisitions									11,869,530				1,986,277				2,045,569				15,901,376			$	85,983

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		Net Assets				Goodwill and												In-Process
		(Liabilities)				Purchased				Deferred				Deferred Tax				Research &				Total
		Assumed				Intangibles				Compensation				Liabilities				Development				Consideration
		(In thousands)
2004 Acquisitions
RAIDCore		$	(267	)		$	7,893			$	—			$	—			$	2,260			$	9,886
Sand Video			(2,067	)			43,841				14,760				—				20,518				77,052
M-Stream			452				4,080				630				—				3,726				8,888
WIDCOMM			(689	)			49,116				—				—				—				48,427
Zyray			(1,781	)			59,516				13,707				—				25,929				97,371
Alphamosaic			913				101,836				8,705				—				11,333				122,787
		$	(3,439	)		$	266,282			$	37,802			$	—			$	63,766			$	364,411
2003 Acquisition
Gadzoox		$	2,521			$	3,341			$	—			$	—			$	—			$	5,862
2002 Acquisition
Mobilink		$	(10,998	)		$	191,126			$	1,253			$	(7,629	)		$	—			$	173,752
Total acquisitions		$	(11,916	)		$	460,749			$	39,055			$	(7,629	)		$	63,766			$	544,025

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															Shares
															Reserved for
															Certain
															Future
															Performance
			SiByte				ServerWorks				Mobilink				Goals
Balance at December 31, 2001				1,406,954				5,000,000				—				6,406,954
	Shares reserved for certain future internal performance goals			—				—				2,045,569				2,045,569
	Shares/options earned			—				(2,986,583	)			(500,444	)			(3,487,027	)
	Shares/options cancelled			(1,406,954	)			(13,417	)			(10,948	)			(1,431,319	)
Balance at December 31, 2002				—				2,000,000				1,534,177				3,534,177
	Shares/options earned			—				(1,984,144	)			(1,501,251	)			(3,485,395	)
	Shares/options cancelled			—				(15,856	)			(32,926	)			(48,782	)
Balance at December 31, 2003				—				—				—				—

											Total
											Contingent
			ServerWorks				Mobilink				Consideration
			(In thousands)
2002 Allocation of Contingent Consideration Earned
	Goodwill		$	36,252			$	5,977			$	42,229
	Stock-based compensation expense			—				11				11
	Deferred compensation, net			—				66				66
			$	36,252			$	6,054			$	42,306
2003 Allocation of Contingent Consideration Earned
	Goodwill		$	27,168			$	24,147			$	51,315
	Stock-based compensation expense			13,831				2,650				16,481
	Deferred compensation, net			30,235				6,677				36,912
			$	71,234			$	33,474			$	104,708

F-20

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				2004				2003				2002
				Acquisitions				Acquisition				Acquisition
				(In thousands)
Assets
Current assets:
	Cash and cash equivalents			$	5,275			$	—			$	839
	Accounts receivable				8,642				890				584
	Inventory				1,937				457				1,192
	Prepaid expenses and other current assets				1,698				—				893
		Total current assets			17,552				1,347				3,508
Property and equipment, net					944				1,174				4,934
Other assets					159				—				3,000
		Total assets		$	18,655			$	2,521			$	11,442
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable			$	10,220			$	—			$	2,636
	Wages and related benefits				1,140				—				628
	Accrued liabilities				5,191				—				8,706
	Short-term debt				2,203				—				9,137
		Total current liabilities			18,754				—				21,107
	Total shareholders’ equity (deficit)				(99	)			2,521				(9,665	)
		Total liabilities and shareholders’ equity (deficit)		$	18,655			$	2,521			$	11,442

							2004				2003				2002
			Useful Life				Acquisitions				Acquisition				Acquisition
			(In years)
							(In thousands)
Goodwill				N/A			$	239,351			$	—			$	173,656
Purchased intangible assets (finite lives):
	Completed technology			2 to 3				18,318				2,441				14,550
	Customer relationships			2				6,345				—				—
	Customer contracts			1 to 2				725				—				1,620
	Other			<1				1,543				900				1,300
							$	266,282			$	3,341			$	191,126

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				Weighted
				Average				Average								Risk
				Estimated				Estimated				Estimated				Adjusted
				Percent				Time to				Cost to				Discount
Company Acquired		Development Projects		Complete				Complete				Complete				Rate				IPR&D
								(In years)				(In millions)								(In millions)
RAIDCore		RAID software stack			60	%			1			$	1.8				23	%		$	2.3
Sand Video		Decoder/codec chips			45				1.5				6.4				28				20.5
M-Stream		Algorithm implemented in DSP chip			30				1				1.3				26				3.7
Zyray		WCDMA co-processor			80				1				5.6				24				25.9
Alphamosaic		Multimedia co-processor			50				1				11.5				21				11.3

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		Years Ended December 31,
		2004				2003
		(In thousands,
		except per share data)
Pro forma net revenue		$	2,410,176			$	1,621,061
Pro forma net income (loss)			254,290				(1,010,675	)
Pro forma net income (loss) per share (basic)			.78				(3.37	)
Pro forma net income (loss) per share (diluted)			.71				(3.37	)

4.	Investments

						Gross				Gross
						Unrealized				Unrealized
		Cost				Gains				Losses				Fair Value
		(In thousands)
December 31, 2004
Cash equivalents		$	356,845			$	21			$	(35	)		$	356,831
Short-term marketable securities			324,041				17				(656	)			323,402
Long-term marketable securities			92,918				19				(582	)			92,355
		$	773,804			$	57			$	(1,273	)		$	772,588
December 31, 2003
Cash equivalents		$	64,299			$	—			$	—			$	64,299
Short-term marketable securities			47,296				262				(40	)			47,518
Long-term marketable securities			36,405				169				(42	)			36,532
		$	148,000			$	431			$	(82	)		$	148,349

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		December 31,
		2004								2003
		(In thousands)
		Amortized								Amortized
		Cost				Fair Value				Cost				Fair Value
Less than one year		$	680,886			$	680,233			$	111,595			$	111,817
One to two years			69,717				69,247				17,273				17,380
Two to three years			23,201				23,108				19,132				19,152
		$	773,804			$	772,588			$	148,000			$	148,349

5.	Income Taxes

		Years Ended December 31,
		2004				2003				2002
		(In thousands)
United States		$	29,027			$	(1,071,532	)		$	(1,856,820	)
Foreign			265,325				136,794				(82,162	)
		$	294,352			$	(934,738	)		$	(1,938,982	)

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				Years Ended December 31,
				2004				2003				2002
				(In thousands)
Statutory federal provision (benefit) for income taxes				$	103,023			$	(327,158	)		$	(678,644	)
Increase (decrease) in taxes resulting from:
	Non-deductible impairment of goodwill				—				153,514				434,363
	In-process research and development				17,499				—				—
	State taxes, net of federal benefit				14,047				583				52,108
	Benefit of federal tax credits				(11,836	)			(39,939	)			(38,208	)
	Valuation allowance (federal)				36,893				262,201				465,557
	Reversal of taxes previously accrued				(21,300	)			—				—
	Tax rate differential on foreign earnings				(65,066	)			(23,334	)			63,572
	Other				2,347				(740	)			(1,154	)
		Provision for income taxes		$	75,607			$	25,127			$	297,594

			Years Ended December 31,
			2004				2003				2002
			(In thousands)
Current:
	Federal		$	44,598			$	15,753			$	—
	State			21,610				583				437
	Foreign			9,399				8,791				15,219
				75,607				25,127				15,656
Deferred:
	Federal			—				—				202,209
	State			—				—				79,729
				—				—				281,938
			$	75,607			$	25,127			$	297,594

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			December 31,
			2004				2003
			(In thousands)
Deferred tax assets:
	Research and development tax credit carryforwards		$	332,031			$	293,765
	Capitalized research and development costs			113,341				104,421
	Net operating loss carryforwards			1,010,151				915,190
	Investments in securities			16,809				9,842
	Reserves and accruals not currently deductible for tax purposes			30,837				32,352
	Deferred compensation and purchased intangible assets			141,328				98,790
	Other			14,873				16,113
Gross deferred tax assets				1,659,370				1,470,473
Valuation allowance				(1,659,370	)			(1,470,473	)
Deferred tax assets, net				—				—
Deferred tax liabilities				—				—
Net deferred tax assets			$	—			$	—

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6.	Commitments

		Payment Obligations by Year
																						There-
		2005				2006				2007				2008				2009				after				Total
		(In thousands)
Operating leases		$	86,526			$	76,831			$	51,568			$	42,966			$	37,570			$	159,724			$	455,185
Inventory and other related purchase obligations			113,430				—				—				—				—				—				113,430
Other purchase obligations			45,360				4,348				2,136				—				—				—				51,844
		$	245,316			$	81,179			$	53,704			$	42,966			$	37,570			$	159,724			$	620,459

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			Years Ended December 31,
			2004				2003				2002
			(In thousands)
Net income (loss)			$	218,745			$	(959,865	)		$	(2,236,576	)
Other comprehensive income (loss):
	Change in unrealized gain (loss) on investments, net of taxes			(3	)			(61	)			(7,152	)
	Reclassification adjustment for net realized loss included in net loss			—				137				106
Translation adjustments				467				313				386
Total comprehensive income (loss)			$	219,209			$	(959,476	)		$	(2,243,236	)

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		December 31,
		2004				2003
		(In thousands)
Accumulated unrealized gain (loss) on investments		$	(1	)		$	2
Accumulated translation adjustments			1,100				633
Total accumulated other comprehensive income		$	1,099			$	635

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							Options Outstanding
															Weighted
			Shares												Average
			Available for				Number of				Price Range				Exercise Price
			Grant				Shares				Per Share				Per Share
Balance at December 31, 2001				24,718,006				106,910,400			$	.02 - $213.06			$	36.74
	Additional shares reserved			24,964,761				—				—				—
	Options granted under Broadcom Plans			(40,694,533	)			40,694,533				10.10 -   35.06				16.61
	Options assumed in purchase transactions			—				2,013,253	(1)			.04 -   23.64				9.79
	Options cancelled			11,969,651				(12,964,129	)			.02 -  213.06				40.53
	Options exercised			—				(4,654,444	)			.02 -   46.78				5.48
Balance at December 31, 2002				20,957,885				131,999,613				.02 -  213.06				30.84
	Additional shares reserved			25,501,177				—				—				—
	Options granted under Broadcom Plans			(48,256,513	) (2)			48,256,513	(2)			12.63 -   36.05				32.30
	Options assumed in purchase transactions			—				397,797	(1)			.02 -      .02				.02
	Options cancelled			28,431,762	(3)			(29,919,925	) (4)			.02 -  213.06				47.29
	Options tendered in stock option exchange offer			—				(32,642,634	)			23.58 -  219.48				48.59
	Shares issued in stock option exchange offer			(8,574,033	)			—				—				—
	Options exercised			—				(15,178,631	)			.02 -   33.68				11.89
Balance at December 31, 2003				18,060,278				102,912,733				.02 -  155.50				23.51
	Additional shares reserved			25,771,000				—				—				—
	Options granted under Broadcom Plans			(13,291,903	)			13,291,903				25.98 -   45.41				35.32
	Share awards granted under Broadcom Plans			(157,560	)			—				—				—
	Options assumed in purchase transactions			—				854,775	(1)			.02 -   10.31				4.86
	Options cancelled			4,547,271				(4,741,729	)			.02 -  155.50				27.49
	Options exercised			—				(14,677,907	)			.02 -   40.59				15.21
Balance at December 31, 2004				34,929,086				97,639,775			$	.02 - $122.25			$	26.00

(1)	Includes options assumed in connection with purchase acquisitions and/or additional options subsequently issued upon achievement of internal performance goals (see Note 3).
(2)	Includes 18,301,676 replacement options issued pursuant to the Company’s 2003 stock option exchange offer to employees.
(3)	Includes 19,225,696 unvested options cancelled from Broadcom Plans pursuant to the Company’s 2003 stock option exchange offer to employees.
(4)	Includes 20,086,234 unvested options cancelled from Broadcom Plans and options assumed in connection with purchase acquisitions pursuant to the Company’s 2003 stock option exchange offer to employees.

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		Outstanding												Exercisable
						Weighted				Weighted								Weighted
						Average				Average								Average
Range of		Number of				Remaining				Exercise				Number of				Exercise
Exercise Prices		Shares				Contractual Life				Price				Shares				Price
						(Years)
$  .02 to $ 10.11			8,227,446				4.50			$	3.31				6,817,748			$	2.49
10.31 to   15.74			21,538,169				7.45				15.39				12,353,961				15.44
15.92 to   20.45			10,203,977				5.62				19.73				7,034,669				19.78
20.71 to   33.68			12,548,510				8.42				28.97				4,251,165				27.94
34.10 to   35.12			36,523,731				8.83				34.74				19,309,117				34.95
35.36 to  122.25			8,597,942				8.74				40.32				2,099,344				42.73
			97,639,775												51,866,004

			December 31,
			2004				2003				2002
			(Number of shares)
Unvested options outstanding				46,289,070				62,448,042				65,714,964
Vested options outstanding				51,350,705				40,464,691				66,284,649
Total options outstanding				97,639,775				102,912,733				131,999,613
Shares available for grant				34,929,086				18,060,278				20,957,885
	Total shares of common stock reserved for stock incentive plans			132,568,861				120,973,011				152,957,498
Nonvested common shares subject to repurchase				556,276				148,624				2,757,190
Weighted average per share repurchase price			$	1.15			$	7.15			$	1.68

		December 31,
		2004				2003
		(In thousands)
Purchase acquisitions		$	37,802			$	53,393
Awards to employees			4,314			$	7,091
Terminations			(5,063	)			(30,121	)
		$	37,053			$	30,363

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		Years Ended December 31,
		2004				2003				2002
		(In thousands)
Awards to employees		$	4,951			$	12,557			$	349
Stock option exchange program			—				217,940				—
Pooling-of-interests acquisitions			—				—				1,942
Purchase acquisitions			69,736				346,990				417,372
		$	74,687			$	577,487			$	419,663

		Number of Shares
Stock options outstanding			97,639,775
Authorized for future grants under stock incentive plans			34,929,086
Authorized for future issuance under stock purchase plan			1,756,314
Stock awards			147,444
Other			76,739
			134,549,358

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9.	Impairment of Goodwill and Acquired Patents

	Years 2004, 2003 and 2002

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10.	Restructuring Costs

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		2001 Restructuring Plan								2002 Restructuring Plan
						Consolidation								Consolidation
		Workforce				of Excess				Workforce				of Excess
		Reductions				Facilities				Reductions				Facilities				Total
		(In thousands)
Restructuring liabilities at December 31, 2001		$	124			$	10,470			$	—			$	—			$	10,594
Charged to expense in 2002			1,411				30,454				65,048				22,767				119,680
Liabilities assumed in acquisition (1)			—				—				—				6,815				6,815
Non-cash costs(2)			(135	)			(4,868	)			(46,821	)			(1,495	)			(53,319	)
Cash payments(3)			(1,400	)			(6,502	)			(16,683	)			(3,494	)			(28,079	)
Restructuring liabilities at December 31, 2002			—				29,554				1,544				24,593				55,691
Charged to expense in 2003			—				—				2,932				—				2,932
Non-cash costs(2)			—				—				(972	)			—				(972	)
Cash payments(3)			—				(11,195	)			(3,504	)			(5,778	)			(20,477	)
Restructuring liabilities at December 31, 2003			—				18,359				—				18,815				37,174
Liabilities assumed in acquisitions (1)			—				—				—				3,411				3,411
Cash payments(3)			—				(6,066	)			—				(7,402	)			(13,468	)
Restructuring liabilities at December 31, 2004		$	—			$	12,293			$	—			$	14,824			$	27,117

(1)	Although not related to the 2002 or 2001 Restructuring Plans, the Company assumed additional liabilities of approximately $6.8 million in connection with the Mobilink acquisition in 2002 and $3.4 million in connection with the Sand Video, WIDCOMM, Zyray and Alphamosaic acquisitions in 2004, for the consolidation of excess facilities, relating primarily to lease terminations, non-cancelable lease costs and write-offs of leasehold improvements. These costs were accounted for under EITF Issue No. 95-3, Recognition of Liabilities in Connection with Purchase Business Combinations, and were recognized as liabilities assumed in the purchase business combinations and offset by corresponding increases in goodwill. The liabilities related to these acquisitions have been classified as restructuring liabilities for presentation in the consolidated balance sheets.
(2)	Non-cash costs related to stock-based compensation expense resulting from an extension of the exercise period for vested stock options of certain terminated employees and the acceleration of the vesting period of certain options of certain terminated employees as required by their assumed option agreements, and the write-off of leasehold improvements.
(3)	Cash payments relate to severance and fringe benefits, net lease payments on excess facilities, lease terminations and non-cancelable lease costs.

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11.	Settlement Costs

12.	Litigation

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13.	Significant Customer, Supplier and Geographical Information

		Years Ended
		December 31,
		2004				2003				2002
Hewlett-Packard(1)			12.9	%			15.5	%			14.8	%
Motorola			12.4				*				12.1
Dell			*				11.9				11.3
Cisco(2)			*				*				10.0
Five largest customers as a group			51.1				51.6				52.3

*	Less than 10% of net revenue.

(1)	Includes sales to Compaq, which was acquired by Hewlett-Packard in May 2002, for all periods presented.
(2)	Includes sales to Linksys, which was acquired by Cisco in June 2003, for all periods presented.

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		Years Ended
		December 31,
		2004				2003				2002
Asia			15.0	%			19.6	%			20.5	%
Europe			6.4				5.9				4.4
Other			0.2				0.3				0.4
			21.6	%			25.8	%			25.3	%

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14.	Quarterly Financial Data (Unaudited)

															Diluted Net
															Income
			Net				Gross								(Loss) Per
			Revenue				Profit				Net Income (Loss)				Share
			(In thousands, except per share data)
Year Ended December 31, 2004
	First Quarter		$	573,406			$	289,925			$	39,864	(1)		$	.12
	Second Quarter			641,299				323,820				63,839	(2)			.18
	Third Quarter			646,515				324,476				43,901	(3)			.13
	Fourth Quarter			539,390				269,095				71,141	(4)			.20
Year Ended December 31, 2003
	First Quarter		$	327,464			$	155,444			$	(67,906	)(5)		$	(.25	)
	Second Quarter			377,879				171,026				(891,742	)(6)			(3.08	)
	Third Quarter			425,633				207,925				(6,298	)(7)			(.02	)
	Fourth Quarter			479,119				235,924				6,081	(8)			.02

(1)	Includes impairment of acquired patent portfolio of $18.0 million, IPR&D of $2.3 million and litigation settlement costs of $19.0 million.
(2)	Includes IPR&D of $24.2 million and litigation settlement costs of $13.5 million.
(3)	Includes IPR&D of $37.3 million, litigation settlement costs of $35.7 million and net gain on strategic investments of $5.2 million.
(4)	Includes settlement costs of $0.5 million and a tax benefit of $21.3 million.
(5)	Includes restructuring costs of $0.8 million.
(6)	Includes restructuring costs of $2.2 million, impairment of goodwill of $438.6 million, stock option exchange expense of $220.7 million and litigation settlement costs of $178.3 million.
(7)	Includes net gain on strategic investments of $22.1 million.
(8)	Includes impairment of acquired patent portfolio of $1.0 million and settlement costs of $16.2 million.

15.	Subsequent Events

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						Where Located
Exhibit										File		Exhibit								Filed
Number				Description		Form				No.		No.				Filing Date				Herewith
	2	.1		Merger Agreement and Plan of Reorganization by and among the registrant, RCC Acquisition Corp., Reliance Computer Corp., and the Other Parties Signatory Thereto dated as of January 5, 2001.			8-K			000- 23993			2.1				01/31/2001
	3	.1		Amended and Restated Articles of Incorporation dated March 3, 1998.			S-1/A			333- 45619			3.1				03/23/1998
	3	.1.1		Certificate of Amendment of Amended and Restated Articles of Incorporation dated December 28, 1999.			10-K			000- 23993			3.1.2				03/31/2003
	3	.1.2		Certificate of Amendment of Amended and Restated Articles of Incorporation dated June 26, 2000.			10-K			000- 23993			3.1.1				04/02/2001
	3	.2		Bylaws as amended through August 21, 2003.			10-K			000- 23993			3.2				03/15/2004
	10	.1*		2004 Bonuses & 2005 Base Salaries for Certain Executive Officers.			8-K			000- 23993			10.1				02/07/2005
	10	.2*		Form Letter Agreement for Executive Retention Program between the registrant and the following executive officers: David A. Dull, Bruce E. Kiddoo, Vahid Manian, Andrew J. Pease and William J. Ruehle.			10-Q			000- 23993			10.11				11/09/2004
	10	.3*†		Letter Agreement between the registrant and Scott A. McGregor dated October 25, 2004.																	X
	10	.4*		Amended and Restated 1994 Stock Option Plan, together with form of Stock Option Agreement, form of Stock Purchase Agreement, form of Note Secured by Stock Pledge Agreement and form of Stock Pledge Agreement.			S-1/A			333- 45619			10.3				02/27/1998
	10	.5*		Special Stock Option Plan, together with form of Stock Option Agreement and form of Stock Purchase Agreement.			S-1/A			333- 45619			10.12				03/23/1998
	10	.6*		1998 Stock Incentive Plan (as amended and restated March 23, 2004).			10-Q			000- 23993			10.4				05/10/2004
	10	.7*		1998 Stock Incentive Plan forms of Notice of Grant of Stock Option, Stock Issuance Agreement, Stock Purchase Agreement and related Addenda.			S-8			333- 60763		99.2 & 99.4- 99.11					08/06/1998
	10	.8*		1998 Stock Incentive Plan form of Notice of Grant of Stock Option for the following executive officers: David A. Dull, Bruce E. Kiddoo, Vahid Manian, Andrew J. Pease and William J. Ruehle.			10-Q			000- 23993			10.3				11/09/2004
	10	.9*		1998 Stock Incentive Plan form of Notice of Grant of Stock Option, Stock Option Agreement and Addendum to Stock Option Agreement for Scott A. McGregor.																	X
	10	.10*		1998 Stock Incentive Plan form of Stock Option Agreement.			10-Q			000- 23993			10.1				11/09/2004

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						Where Located
Exhibit										File		Exhibit								Filed
Number				Description		Form				No.		No.				Filing Date				Herewith
	10	.11*		1998 Stock Incentive Plan form of Automatic Stock Option Agreement.			10-Q			000- 23993			10.2				11/09/2004
	10	.12*		1998 Stock Incentive Plan form of Executive Retention Program Addendum to Stock Option Agreement for the following executive officers: David A. Dull, Bruce E. Kiddoo, Vahid Manian, Andrew J. Pease and William J. Ruehle.			10-Q			000- 23993			10.5				11/09/2004
	10	.13*		1998 Stock Incentive Plan form of Special Stock Retention Addendum to Stock Option Agreement for the registrant’s Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and member’s of the registrant’s Board of Directors.			10-Q			000- 23993			10.6				11/09/2004
	10	.14*		1998 Stock Incentive Plan form of Restricted Stock Unit Award Agreement.			10-Q			000- 23993			10.8				11/09/2004
	10	.15*		1998 Stock Incentive Plan form of Executive Retention Program Addendum to Restricted Stock Unit Award Agreement for the following executive officers: David A. Dull, Bruce E. Kiddoo, Vahid Manian, Andrew J. Pease and William J. Ruehle.			10-Q			000- 23993			10.10				11/09/2004
	10	.16*		1998 Stock Incentive Plan form of Restricted Stock Unit Award Agreement and Addendum to Restricted Stock Unit Award Agreement for Scott A. McGregor.																	X
	10	.17*		1998 Employee Stock Purchase Plan (as amended and restated March 21, 2003).			10-Q			000- 23993			10.1				11/07/2003
	10	.18*		1998 Employee Stock Purchase Plan forms of Stock Purchase Agreements and Enrollment/ Change Form.			10-K			000- 23993			10.5.1				03/15/2004
	10	.19		1999 Special Stock Option Plan (as amended and restated July 18, 2003).			10-Q			000- 23993			10.2				08/11/2003
	10	.20		1999 Special Stock Option Plan form of Stock Option Agreement.			10-Q			000- 23993			10.2.1				08/11/2003
	10	.21		1999 Special Stock Option Plan form of Notice of Grant of Stock Option.			S-8			333- 93457			99.2				12/22/1999
	10	.22*		Form of Indemnification Agreement for Directors of the registrant.			S-1/A			333- 45619			10.1				02/27/1998
	10	.23*		Form of Indemnification Agreement for Officers of the registrant.			S-1/A			333- 45619			10.2				02/27/1998
	10	.24††		Development, Supply and License Agreement dated September 29, 1997 between the registrant and General Instrument Corporation, formerly known as NextLevel Systems, Inc.			S-1/A			333- 45619			10.8				02/27/1998
	10	.25††		Amendment dated November 22, 2000 to Development, Supply and License Agreement between the registrant and General Instrument Corporation.			10-K			000- 23993			10.16				04/02/2001
	10	.26††		Product Purchase Agreement dated November 22, 2000, together with Amendment dated January 1, 2002, to Product Purchase Agreement between the registrant and General Instrument Corporation.			10-Q			000- 23993.			10.1				05/15/2002

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Table of Contents

						Where Located
Exhibit										File		Exhibit								Filed
Number				Description		Form				No.		No.				Filing Date				Herewith
	10	.27††		Second Amendment dated December 3, 2002 to Product Purchase Agreement between the registrant and General Instrument Corporation.			10-K			000- 23993			10.22				03/31/2003
	10	.28††		Third Amendment dated as of January 1, 2003 to Product Purchase Agreement between the registrant and General Instrument Corporation.			8-K			000- 23993			99.1				04/16/2004
	10	.29††		Fourth Amendment dated March 31, 2004 to Product Purchase Agreement between the registrant and General Instrument Corporation.			10-Q			000- 23993			10.25				05/10/2004
	10	.30		Industrial Lease (Single Tenant; Net) dated August 7, 1998 between the registrant and The Irvine Company.			S-1			333- 65117			10.15				09/30/1998
	10	.31		First Amendment dated August 27, 1999 and Second Amendment dated December 10, 1999 to Industrial Lease (Single Tenant, Net), between the registrant and The Irvine Company.			10-K			000- 23993			10.20				03/31/2003
	10	.32		Third Amendment (Single Tenant, Net) dated December 19, 2003 between the registrant and the Irvine Company.			10-Q			000- 23993			10.12				11/09/2004
	10	.33		Industrial Lease (Multi-Tenant; Net) dated August 1, 2000 between the registrant and the Irvine Company; First Amendment dated October 18, 2000 and Second Amendment dated September 18, 2003 to Industrial Lease (Multi-Tenant; Net), between the registrant and The Irvine Company.																	X
	10	.34		Lease Agreement dated February 1, 2000 between the registrant and Conejo Valley Development Corporation.			10-K			000- 23993			10.17				03/19/2002
	10	.35		Lease Agreement dated May 18, 2000 between the registrant and M-D Downtown Sunnyvale, LLC.			10-K			000- 23993			10.21				03/31/2003
	10	.36		Lease dated November 20, 2000 together with Second Amendment dated March 30, 2001 to Lease between the registrant and Sobrato Interests.			10-K			000- 23993			10.18				03/19/2002
	10	.37		Lease (Multi-Tenant; Net) dated August 12, 2001 between the registrant and The Irvine Company; Fourth Amendment dated April 30, 2004 to Lease (Multi-Tenant; Net) between the registrant and The Irvine Company.																	X
	10	.38†		Lease Agreement dated December 29, 2004 between the registrant and Irvine Commercial Property Company.																	X
	10	.39		Stipulation of Settlement (shareholder derivative actions) dated October 26, 2005.																	X
	21	.1		Subsidiaries of the Company.																	X
	23	.1		Consent of Independent Auditors.																	X
	31	.1		Certification of the Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																	X

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Table of Contents

Where Located

Exhibit

File

Exhibit

Filed

Number

Description

Form

No.

No.

Filing Date

Herewith

31

.2

Certification of the Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

32

Certifications of the Chief Executive Officer and Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

	*	Indicates a management contract or compensatory plan or arrangement.

	†	Confidential treatment has been requested with respect to the redacted portions of this amendment.

††	Confidential treatment has previously been granted by the SEC for certain portions of the referenced exhibit pursuant to Rule 406 under the Securities Act.

(1) Report of Independent Registered Public Accounting Firm on Financial Statement Schedule			S-1
(2) Schedule II — Consolidated Valuation and Qualifying Accounts			S-2

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Table of Contents

	Broadcom Corporation

	By:	/s/ Scott A. McGregor

	Scott A. McGregor
	President and Chief Executive Officer

Signature		Title		Date
/s/ Scott A. McGregor   Scott A. McGregor		President and Chief Executive Officer and Director (Principal Executive Officer)		March 1, 2005
/s/ Henry Samueli   Henry Samueli, Ph.D.		Chairman of the Board and Chief Technical Officer		March 1, 2005
/s/ William J. Ruehle   William J. Ruehle		Vice President and Chief Financial Officer (Principal Financial Officer)		March 1, 2005
/s/ Bruce E. Kiddoo   Bruce E. Kiddoo		Vice President and Corporate Controller (Principal Accounting Officer)		March 1, 2005
/s/ George L. Farinsky   George L. Farinsky		Director		March 1, 2005
/s/ John Major   John Major		Director		March 1, 2005
/s/ Alan E. Ross   Alan E. Ross		Director		March 1, 2005
/s/ Robert E. Switz   Robert E. Switz		Director		March 1, 2005
/s/ Werner F. Wolfen   Werner F. Wolfen		Director		March 1, 2005

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Table of Contents

S-1

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Table of Contents

					Balance at				Charged to				Charged to								Balance at
					Beginning of				Costs and				Other								End of
Description					Year				Expenses				Accounts(a)				Deductions				Year
					(In thousands)
Year ended December 31, 2004:
	Deducted from asset accounts:
		Allowance for doubtful accounts			$	6,493			$	1,793			$	300			$	(1,686	)		$	6,900
		Sales returns				655				16,236				—				(13,199	)			3,692
		Pricing allowances				444				2,507				—				(1,956	)			995
		Reserve for excess and obsolete inventory				25,111				26,224				2,217				(8,801	)			44,751
	Reserve for warranty					5,996				14,812				157				(1,780	)			19,185
	Restructuring liabilities					37,174				—				3,411				(13,468	)			27,117
			Total		$	75,873			$	61,572			$	6,085			$	(40,890	)		$	102,640
Year ended December 31, 2003:
	Deducted from asset accounts:
		Allowance for doubtful accounts			$	4,553			$	1,752			$	637			$	(449	)		$	6,493
		Sales returns				762				16,772				—				(16,879	)			655
		Pricing allowances				306				4,601				—				(4,463	)			444
		Reserve for excess and obsolete inventory				15,898				11,069				2,908				(4,764	)			25,111
	Reserve for warranty					3,881				8,325				—				(6,210	)			5,996
	Restructuring liabilities					55,691				2,932				—				(21,449	)			37,174
			Total		$	81,091			$	45,451			$	3,545			$	(54,214	)		$	75,873
Year ended December 31, 2002:
	Deducted from asset accounts:
		Allowance for doubtful accounts			$	5,375			$	—			$	—			$	(822	)		$	4,553
		Sales returns				2,232				6,834				—				(8,304	)			762
		Pricing allowances				8,143				(725	)			—				(7,112	)			306
		Reserve for excess and obsolete inventory				17,117				5,705				429				(7,353	)			15,898
	Reserve for warranty					5,663				1,299				—				(3,081	)			3,881
	Restructuring liabilities					10,594				126,495				—				(81,398	)			55,691
			Total		$	49,124			$	139,608			$	429			$	(108,070	)		$	81,091

(a)	Amounts represent beginning balances acquired through purchase acquisitions.

S-2

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Table of Contents

						Where Located
Exhibit										File		Exhibit								Filed
Number				Description		Form				No.		No.				Filing Date				Herewith
	2	.1		Merger Agreement and Plan of Reorganization by and among the registrant, RCC Acquisition Corp., Reliance Computer Corp., and the Other Parties Signatory Thereto dated as of January 5, 2001.			8-K			000- 23993			2.1				01/31/2001
	3	.1		Amended and Restated Articles of Incorporation dated March 3, 1998.			S-1/A			333- 45619			3.1				03/23/1998
	3	.1.1		Certificate of Amendment of Amended and Restated Articles of Incorporation dated December 28, 1999.			10-K			000- 23993			3.1.2				03/31/2003
	3	.1.2		Certificate of Amendment of Amended and Restated Articles of Incorporation dated June 26, 2000.			10-K			000- 23993			3.1.1				04/02/2001
	3	.2		Bylaws as amended through August 21, 2003.			10-K			000- 23993			3.2				03/15/2004
	10	.1*		2004 Bonuses & 2005 Base Salaries for Certain Executive Officers.			8-K			000- 23993			10.1				02/07/2005
	10	.2*		Form Letter Agreement for Executive Retention Program between the registrant and the following executive officers: David A. Dull, Bruce E. Kiddoo, Vahid Manian, Andrew J. Pease and William J. Ruehle.			10-Q			000- 23993			10.11				11/09/2004
	10	.3*†		Letter Agreement between the registrant and Scott A. McGregor dated October 25, 2004.																	X
	10	.4*		Amended and Restated 1994 Stock Option Plan, together with form of Stock Option Agreement, form of Stock Purchase Agreement, form of Note Secured by Stock Pledge Agreement and form of Stock Pledge Agreement.			S-1/A			333- 45619			10.3				02/27/1998
	10	.5*		Special Stock Option Plan, together with form of Stock Option Agreement and form of Stock Purchase Agreement.			S-1/A			333- 45619			10.12				03/23/1998
	10	.6*		1998 Stock Incentive Plan (as amended and restated March 23, 2004).			10-Q			000- 23993			10.4				05/10/2004
	10	.7*		1998 Stock Incentive Plan forms of Notice of Grant of Stock Option, Stock Issuance Agreement, Stock Purchase Agreement and related Addenda.			S-8			333- 60763		99.2 & 99.4- 99.11					08/06/1998
	10	.8*		1998 Stock Incentive Plan form of Notice of Grant of Stock Option for the following executive officers: David A. Dull, Bruce E. Kiddoo, Vahid Manian, Andrew J. Pease and William J. Ruehle.			10-Q			000- 23993			10.3				11/09/2004
	10	.9*		1998 Stock Incentive Plan form of Notice of Grant of Stock Option, Stock Option Agreement and Addendum to Stock Option Agreement for Scott A. McGregor.																	X
	10	.10*		1998 Stock Incentive Plan form of Stock Option Agreement.			10-Q			000- 23993			10.1				11/09/2004
	10	.11*		1998 Stock Incentive Plan form of Automatic Stock Option Agreement.			10-Q			000- 23993			10.2				11/09/2004

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Table of Contents

						Where Located
Exhibit										File		Exhibit								Filed
Number				Description		Form				No.		No.				Filing Date				Herewith
	10	.12*		1998 Stock Incentive Plan form of Executive Retention Program Addendum to Stock Option Agreement for the following executive officers: David A. Dull, Bruce E. Kiddoo, Vahid Manian, Andrew J. Pease and William J. Ruehle.			10-Q			000- 23993			10.5				11/09/2004
	10	.13*		1998 Stock Incentive Plan form of Special Stock Retention Addendum to Stock Option Agreement for the registrant’s Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and member’s of the registrant’s Board of Directors.			10-Q			000- 23993			10.6				11/09/2004
	10	.14*		1998 Stock Incentive Plan form of Restricted Stock Unit Award Agreement.			10-Q			000- 23993			10.8				11/09/2004
	10	.15*		1998 Stock Incentive Plan form of Executive Retention Program Addendum to Restricted Stock Unit Award Agreement for the following executive officers: David A. Dull, Bruce E. Kiddoo, Vahid Manian, Andrew J. Pease and William J. Ruehle.			10-Q			000- 23993			10.10				11/09/2004
	10	.16*		1998 Stock Incentive Plan form of Restricted Stock Unit Award Agreement and Addendum to Restricted Stock Unit Award Agreement for Scott A. McGregor.																	X
	10	.17*		1998 Employee Stock Purchase Plan (as amended and restated March 21, 2003).			10-Q			000- 23993			10.1				11/07/2003
	10	.18*		1998 Employee Stock Purchase Plan forms of Stock Purchase Agreements and Enrollment/ Change Form.			10-K			000- 23993			10.5.1				03/15/2004
	10	.19		1999 Special Stock Option Plan (as amended and restated July 18, 2003).			10-Q			000- 23993			10.2				08/11/2003
	10	.20		1999 Special Stock Option Plan form of Stock Option Agreement.			10-Q			000- 23993			10.2.1				08/11/2003
	10	.21		1999 Special Stock Option Plan form of Notice of Grant of Stock Option.			S-8			333- 93457			99.2				12/22/1999
	10	.22*		Form of Indemnification Agreement for Directors of the registrant.			S-1/A			333- 45619			10.1				02/27/1998
	10	.23*		Form of Indemnification Agreement for Officers of the registrant.			S-1/A			333- 45619			10.2				02/27/1998
	10	.24††		Development, Supply and License Agreement dated September 29, 1997 between the registrant and General Instrument Corporation, formerly known as NextLevel Systems, Inc.			S-1/A			333- 45619			10.8				02/27/1998
	10	.25††		Amendment dated November 22, 2000 to Development, Supply and License Agreement between the registrant and General Instrument Corporation.			10-K			000- 23993			10.16				04/02/2001
	10	.26††		Product Purchase Agreement dated November 22, 2000, together with Amendment dated January 1, 2002, to Product Purchase Agreement between the registrant and General Instrument Corporation.			10-Q			000- 23993.			10.1				05/15/2002
	10	.27††		Second Amendment dated December 3, 2002 to Product Purchase Agreement between the registrant and General Instrument Corporation.			10-K			000- 23993			10.22				03/31/2003

---

Table of Contents

						Where Located
Exhibit										File		Exhibit								Filed
Number				Description		Form				No.		No.				Filing Date				Herewith
	10	.28††		Third Amendment dated as of January 1, 2003 to Product Purchase Agreement between the registrant and General Instrument Corporation.			8-K			000- 23993			99.1				04/16/2004
	10	.29††		Fourth Amendment dated March 31, 2004 to Product Purchase Agreement between the registrant and General Instrument Corporation.			10-Q			000- 23993			10.25				05/10/2004
	10	.30		Industrial Lease (Single Tenant; Net) dated August 7, 1998 between the registrant and The Irvine Company.			S-1			333- 65117			10.15				09/30/1998
	10	.31		First Amendment dated August 27, 1999 and Second Amendment dated December 10, 1999 to Industrial Lease (Single Tenant, Net), between the registrant and The Irvine Company.			10-K			000- 23993			10.20				03/31/2003
	10	.32		Third Amendment (Single Tenant, Net) dated December 19, 2003 between the registrant and the Irvine Company.			10-Q			000- 23993			10.12				11/09/2004
	10	.33		Industrial Lease (Multi-Tenant; Net) dated August 1, 2000 between the registrant and the Irvine Company; First Amendment dated October 18, 2000 and Second Amendment dated September 18, 2003 to Industrial Lease (Multi-Tenant; Net), between the registrant and The Irvine Company.																	X
	10	.34		Lease Agreement dated February 1, 2000 between the registrant and Conejo Valley Development Corporation.			10-K			000- 23993			10.17				03/19/2002
	10	.35		Lease Agreement dated May 18, 2000 between the registrant and M-D Downtown Sunnyvale, LLC.			10-K			000- 23993			10.21				03/31/2003
	10	.36		Lease dated November 20, 2000 together with Second Amendment dated March 30, 2001 to Lease between the registrant and Sobrato Interests.			10-K			000- 23993			10.18				03/19/2002
	10	.37		Lease (Multi-Tenant; Net) dated August 12, 2001 between the registrant and The Irvine Company; Fourth Amendment dated April 30, 2004 to Lease (Multi-Tenant; Net) between the registrant and The Irvine Company.																	X
	10	.38†		Lease Agreement dated December 29, 2004 between the registrant and Irvine Commercial Property Company.																	X
	10	.39		Stipulation of Settlement (shareholder derivative actions) dated October 26, 2005.																	X
	21	.1		Subsidiaries of the Company.																	X
	23	.1		Consent of Independent Auditors.																	X
	31	.1		Certification of the Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.																	X

---

Table of Contents

Where Located

Exhibit

File

Exhibit

Filed

Number

Description

Form

No.

No.

Filing Date

Herewith

31

.2

Certification of the Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

32

Certifications of the Chief Executive Officer and Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

	*	Indicates a management contract or compensatory plan or arrangement.

	†	Confidential treatment has been requested with respect to the redacted portions of this amendment.

††	Confidential treatment has previously been granted by the SEC for certain portions of the referenced exhibit pursuant to Rule 406 under the Securities Act.