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8-K - 8-K - BROADCOM CORPbrcm-20120930x8k.htm


Broadcom Reports Third Quarter 2012 Results
Record Quarterly Net Revenue and Cash Flow from Operations
Q3 GAAP Results
Total Revenue: $2.13 billion (up 8.7% year-over-year, up 8.0% quarter-over-quarter)
Product Gross Margin: 48.8%
Diluted EPS: $.38 (includes $0.21 of net non-recurring and acquisition-related charges)
Cash Flow from Operations: $621 million
Q3 Non-GAAP Results
Product Gross Margin: 52.1%
Diluted EPS: $.79

IRVINE, Calif. – October 23, 2012
Broadcom Corporation (NASDAQ: BRCM), a global innovation leader in semiconductor solutions for wired and wireless communications, today reported unaudited financial results for its third quarter ended September 30, 2012.
"Broadcom delivered record quarterly revenue and operating cash flow in Q3 driven by strength across all of our business segments," said Scott McGregor, Broadcom's President and Chief Executive Officer. “We also achieved key company milestones including our first quarter above $2 billion in revenue and our first quarter of Mobile and Wireless revenue above $1 billion.  Despite challenging market conditions, Broadcom's product pipeline is stronger than ever, positioning us for continued success in the communications semiconductor space.”
Net revenue for the third quarter of 2012 was $2.13 billion. This represents an increase of 8.0% compared with the $1.97 billion reported for the second quarter of 2012 and an increase of 8.7% compared with the $1.96 billion reported for the third quarter of 2011. Net income computed in accordance with U.S. generally accepted accounting principles (GAAP) for the third quarter of 2012 was $220 million, or $.38 per share (diluted), compared with GAAP net income of $160 million, or $.28 per share (diluted), for the second quarter of 2012 and GAAP net income of $270 million, or $.48 per share (diluted), for the third quarter of 2011.
In addition to GAAP results, Broadcom reports adjusted net income and adjusted net income per share, referred to respectively as “non-GAAP net income” and “non-GAAP diluted net income per share.” A discussion of Broadcom’s use of these and other non-GAAP financial measures is set forth below. Reconciliations of GAAP to non-GAAP financial measures for the three and nine months ended September 30, 2012 and 2011, respectively, appear in the financial statements portion of this release under the heading “Unaudited Schedule of Selected GAAP to Non-GAAP Adjustments.”
Non-GAAP net income for the third quarter of 2012 was $476 million, or $.79 per share (diluted), compared with non-GAAP net income of $435 million, or $.72 per share (diluted), for the second quarter of 2012 and non-GAAP net income of $473 million, or $.81 per share diluted, for the third quarter of 2011.
Conference Call Information
As previously announced, Broadcom will conduct a conference call with analysts and investors to discuss its third quarter 2012 financial results and current financial prospects today at 1:45 p.m. Pacific Time (4:45 p.m. Eastern

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Time). The company will broadcast the conference call via webcast over the Internet. To listen to the webcast, or to view the financial and other statistical information required by Securities and Exchange Commission Regulation G, please visit the Investors section of the Broadcom website at www.broadcom.com/investors. The webcast will be recorded and available for replay until 11:59 p.m. Pacific Time on Friday, November 23, 2012.
The financial results included in this release are unaudited.
About Broadcom
Broadcom Corporation (NASDAQ: BRCM), a FORTUNE 500® company, is a global leader and innovator in semiconductor solutions for wired and wireless communications. Broadcom® products seamlessly deliver voice, video, data and multimedia connectivity in the home, office and mobile environments. With the industry’s broadest portfolio of state-of-the-art system-on-a-chip and embedded software solutions, Broadcom is changing the world by Connecting everything®. For more information, go to www.broadcom.com.
Note Regarding Use of Non-GAAP Financial Measures
Broadcom reports the following measures in accordance with GAAP and on a non-GAAP basis: (i) cost of product revenue, (ii) product gross profit, (iii) product gross margin, (iv) research and development and selling, general and administrative expense, (v) net income, (vi) weighted average shares outstanding (diluted) and (vii) diluted net income per share (EPS). Broadcom’s presentation of non-GAAP cost of product revenue, non-GAAP product gross profit, and non-GAAP product gross margin excludes certain charges related to acquisitions, stock-based compensation expense and employer payroll tax expense on certain stock option exercises. Acquisition-related charges include the amortization of purchased intangible assets and the amortization of acquired inventory valuation step-up. Our non-GAAP research and development and selling, general and administrative expense excludes stock-based compensation expense and employer payroll tax expense on certain stock option exercises, non-recurring legal fees, and changes in contingent earn-out liabilities. In addition to the exclusions noted above, our non-GAAP net income and diluted net income per share also exclude settlement costs (gains), charitable contributions, restructuring costs (reversals), impairment of long-lived assets, gains on strategic investments, tax benefits resulting from reductions in our U.S. valuation allowance on certain deferred tax assets due to the recording of net deferred tax liabilities for identifiable intangible assets under purchase accounting, and tax benefits resulting from the reduction of certain foreign deferred tax liabilities due to the impairment of long-lived assets. Stock-based compensation expense primarily includes the impact of stock options and restricted stock units issued by Broadcom. Reconciliations of our GAAP to non-GAAP financial measures for the three and nine months ended September 30, 2012 and 2011 appear in the financial statements portion of this release under the heading “Unaudited Schedule of Selected GAAP to Non-GAAP Adjustments.” Some totals or amounts may not add or conform to prior period presentations due to rounding.

Broadcom believes that the presentation of these non-GAAP measures provides important supplemental information to management and investors regarding financial and business trends relating to our financial condition and results of operations. Broadcom’s management believes that the use of these non-GAAP financial measures provides consistency and comparability among and between results from prior periods or forecasts and future prospects, and also facilitates comparisons with other companies in our industry, many of which use similar non-GAAP financial measures to supplement their GAAP results. Broadcom’s management has historically used these non-GAAP financial measures when evaluating operating performance, because we believe that the inclusion or exclusion of the items described above provides insight into our core operating results, our ability to generate cash and underlying business trends affecting our performance. Broadcom has chosen to provide this information to investors to enable them to perform additional analysis of past, present and future operating performance and as a supplemental means to evaluate our ongoing core operations. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

For additional information on the items excluded by Broadcom from one or more of its non-GAAP financial measures, refer to the Form 8-K regarding this release furnished today to the Securities and Exchange Commission.

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Cautions Regarding Forward-Looking Statements:
All statements included or incorporated by reference in this release and the related conference call for analysts and investors, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our business and industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, guidance provided on future revenue, product gross margin and operating expenses for the fourth quarter of 2012 (on both a GAAP and non-GAAP basis), and references to our product pipeline and continued success. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
These risks and uncertainties include, but are not limited to the following:
Our quarterly operating results may fluctuate significantly.
We depend on a few significant customers for a substantial portion of our revenue.
We face intense competition.
Our operating results may be adversely impacted by worldwide economic uncertainties and specific conditions in the markets we address.
We may fail to adjust our operations in response to changes in demand.
Our stock price is highly volatile.
We may be required to defend against alleged infringement of intellectual property rights of others and/or may be unable to adequately protect or enforce our own intellectual property rights.
We are subject to order and shipment uncertainties.
We face risks associated with our acquisition strategy.
We manufacture and sell complex products and may be unable to successfully develop and introduce
new products.
We depend on third parties to fabricate, assemble and test our products.
We are exposed to risks associated with our international operations.
There can be no assurance that we will continue to declare cash dividends.
We may be unable to attract, retain or motivate key personnel.
Government regulation may adversely affect our business.
Our business is subject to potential tax liabilities.
Our articles of incorporation and bylaws contain anti-takeover provisions.
Our co-founders and their affiliates may control the outcome of matters that require the approval of
our shareholders.
Our Annual Report on Form 10-K for the year ended December 31, 2011, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss the foregoing risks as well as other important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. The forward-looking statements used in this release and the related conference call for analysts and investors speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.
Broadcom®, the pulse logo, Connecting everything®, and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.


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BROADCOM CORPORATION
Unaudited GAAP Condensed Consolidated Statements of Income
(In millions, except per share amounts)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
Net revenue:
 
 
 
 
 
 
 
Product revenue
$
2,078

 
$
1,902

 
$
5,765

 
$
5,396

Income from Qualcomm Agreement
43

 
52

 
143

 
156

Licensing revenue
7

 
3

 
18

 
17

Total net revenue
2,128

 
1,957

 
5,926

 
5,569

Costs and expenses:
 
 
 
 
 
 
 
Cost of product revenue
1,063

 
960

 
3,002

 
2,732

Research and development
600

 
501

 
1,728

 
1,504

Selling, general and administrative
174

 
166

 
524

 
525

Amortization of purchased intangible assets
32

 
7

 
82

 
23

Impairments of long-lived assets
48

 
9

 
85

 
92

Restructuring costs, net
2

 
17

 
6

 
17

Settlement costs (gains)
(2
)
 
27

 
86

 
(23
)
Charitable contribution

 

 

 
25

Total operating costs and expenses
1,917

 
1,687

 
5,513

 
4,895

Income from operations
211

 
270

 
413

 
674

Interest expense, net
(8
)
 
(1
)
 
(21
)
 
(1
)
Other income, net
8

 
7

 
14

 
7

Income before income taxes
211

 
276

 
406

 
680

Provision (benefit) for income taxes
(9
)
 
6

 
(62
)
 
7

Net income
$
220

 
$
270

 
$
468

 
$
673

Net income per share (basic)
$
0.39

 
$
0.50

 
$
0.84

 
$
1.25

Net income per share (diluted)
$
0.38

 
$
0.48

 
$
0.82

 
$
1.19

Weighted average shares (basic)
561

 
537

 
555

 
537

Weighted average shares (diluted)
579

 
558

 
574

 
564

 
 
 
 
 
 
 
 
Dividends per share
$
0.10

 
$
0.09

 
$
0.30

 
$
0.27


The following table presents details of total stock-based compensation expense included in each functional line item in the unaudited condensed consolidated statements of income above:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
Cost of product revenue
$
6

 
$
6

 
$
21

 
$
19

Research and development
89

 
85

 
278

 
284

Selling, general and administrative
33

 
30

 
116

 
99




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BROADCOM CORPORATION
Unaudited Condensed Consolidated Statements of Cash Flows
(In millions)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
Operating activities
 
 
 
 
 
 
 
Net income
$
220

 
$
270

 
$
468

 
$
673

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
38

 
28

 
95

 
79

Stock-based compensation expense:
 
 
 
 
 
 
 
Stock options and other awards
16

 
26

 
58

 
100

Restricted stock units
112

 
95

 
357

 
302

Acquisition-related items:
 
 
 
 
 
 
 
Amortization of purchased intangible assets
87

 
20

 
230

 
65

Impairments of long-lived assets
48

 
9

 
85

 
92

Non-cash settlement gains
(1
)
 

 
(1
)
 
(14
)
Gain on strategic investments and other
(8
)
 

 
(11
)
 

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
 
 
 
 
Accounts receivable
(42
)
 
(137
)
 
(140
)
 
15

Inventory
(28
)
 
55

 
(35
)
 
137

Prepaid expenses and other assets
2

 
(1
)
 
(8
)
 
(33
)
Accounts payable
(26
)
 
42

 
125

 
(99
)
Deferred revenue and income
53

 
(9
)
 
39

 
(28
)
Accrued settlement costs

 
28

 
51

 
31

Other accrued and long-term liabilities
150

 
108

 
25

 
36

Net cash provided by operating activities
621

 
534

 
1,338

 
1,356

Investing activities
 
 
 
 
 
 
 
Net purchases of property and equipment
(65
)
 
(44
)
 
(189
)
 
(141
)
Net cash paid for acquired companies
(10
)
 
(3
)
 
(3,582
)
 
(347
)
Proceeds from sales of strategic investments
10

 

 
13

 

Purchases of marketable securities
(1,140
)
 
(1,109
)
 
(1,854
)
 
(2,533
)
Proceeds from sales and maturities of marketable securities
187

 
1,196

 
1,192

 
3,056

Net cash provided by (used in) investing activities
(1,018
)
 
40

 
(4,420
)
 
35

Financing activities
 
 
 
 
 
 
 
Issuance of long-term debt, net
492

 

 
492

 

Repurchases of Class A common stock
(1
)
 

 
(1
)
 
(670
)
Dividends paid
(56
)
 
(48
)
 
(167
)
 
(145
)
Payment of assumed contingent consideration and debt
(4
)
 

 
(57
)
 

Proceeds from issuance of common stock
53

 
42

 
209

 
258

Minimum tax withholding paid on behalf of employees for restricted stock units
(33
)
 
(32
)
 
(124
)
 
(123
)
Net cash provided by (used in) financing activities
451

 
(38
)
 
352

 
(680
)
Increase (decrease) in cash and cash equivalents
54

 
536

 
(2,730
)
 
711

Cash and cash equivalents at beginning of period
1,362

 
1,797

 
4,146

 
1,622

Cash and cash equivalents at end of period
$
1,416

 
$
2,333

 
$
1,416

 
$
2,333



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BROADCOM CORPORATION
Unaudited Condensed Consolidated Balance Sheets
(In millions)
 
 
 
 
 
September 30,
2012
 
December 31,
2011
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,416

 
$
4,146

Short-term marketable securities
735

 
383

Accounts receivable, net
864

 
678

Inventory
557

 
421

Prepaid expenses and other current assets
144

 
124

Total current assets
3,716

 
5,752

Property and equipment, net
463

 
368

Long-term marketable securities
1,039

 
676

Goodwill
3,709

 
1,787

Purchased intangible assets, net
1,861

 
400

Other assets
92

 
57

Total assets
$
10,880

 
$
9,040

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
598

 
$
442

Wages and related benefits
235

 
175

Deferred revenue and income
16

 
21

Accrued liabilities
593

 
461

Total current liabilities
1,442

 
1,099

Long-term debt
1,693

 
1,196

Other long-term liabilities
297

 
224

Commitments and contingencies
 
 
 
Shareholders' equity
7,448

 
6,521

Total liabilities and shareholders’ equity
$
10,880

 
$
9,040

UNAUDITED SUPPLEMENTAL FINANCIAL INFORMATION
(In millions)
 
September 30,
2012
 
June 30,
2012
 
December 31,
2011
Cash and cash equivalents
$
1,416

 
$
1,362

 
$
4,146

Short-term marketable securities
735

 
408

 
383

Long-term marketable securities
1,039

 
414

 
676

Total cash, cash equivalents and marketable securities
$
3,190

 
$
2,184

 
$
5,205

Increase from prior period end
1,006

 
 
 
 
Decrease from prior year end
$
(2,015
)
 
 
 
 

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BROADCOM CORPORATION
Unaudited Schedule of Selected GAAP to Non-GAAP Adjustments
(In millions)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
Product revenue
$
2,078

 
$
1,902

 
$
5,765

 
$
5,396

GAAP cost of product revenue
1,063

 
960

 
3,002

 
2,732

GAAP product gross profit
$
1,015

 
$
942

 
$
2,763

 
$
2,664

GAAP product gross margin
48.8
%
 
49.5
%
 
47.9
%
 
49.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP cost of product revenue
$
1,063

 
$
960

 
$
3,002

 
$
2,732

Adjustments:
 
 
 
 
 
 
 
Stock-based compensation and related payroll taxes
(6
)
 
(4
)
 
(21
)
 
(18
)
Amortization of purchased intangible assets and step-up of acquired inventory
(62
)
 
(22
)
 
(220
)
 
(61
)
Non-GAAP cost of product revenue
$
995

 
$
934

 
$
2,761

 
$
2,653

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Product revenue
$
2,078

 
$
1,902

 
$
5,765

 
$
5,396

Non-GAAP cost of product revenue
995

 
934

 
2,761

 
2,653

Non-GAAP product gross profit
$
1,083

 
$
968

 
$
3,004

 
$
2,743

Non-GAAP product gross margin
52.1
%
 
50.9
%
 
52.1
%
 
50.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP research and development and selling, general and administrative expense
$
774

 
$
667

 
$
2,252

 
$
2,029

Adjustments:
 
 
 
 
 
 
 
Stock-based compensation and related payroll taxes
(126
)
 
(117
)
 
(402
)
 
(389
)
Non-recurring legal fees

 

 

 
(25
)
Total GAAP to Non-GAAP adjustments
(126
)
 
(117
)
 
(402
)
 
(414
)
Non-GAAP research and development and selling, general and administrative expense
$
648

 
$
550

 
$
1,850

 
$
1,615





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BROADCOM CORPORATION
Unaudited Schedule of Selected GAAP to Non-GAAP Adjustments
(In millions)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
GAAP net income
$
220

 
$
270

 
$
468

 
$
673

Adjustments:
 
 
 
 
 
 
 
Stock-based compensation and related payroll taxes
132

 
121

 
423

 
407

Amortization of purchased intangible assets and step-up of acquired inventory
94

 
29

 
302

 
84

Impairment of long-lived assets
48

 
9

 
85

 
92

Settlement costs (gains)
(2
)
 
27

 
86

 
(23
)
Charitable contributions

 

 

 
25

Restructuring costs
2

 
17

 
6

 
17

Gain on strategic investments
(6
)
 

 
(9
)
 

Non-recurring legal fees

 

 

 
25

Certain income tax benefits
(12
)
 

 
(63
)
 

Total GAAP to Non-GAAP adjustments
256

 
203

 
830

 
627

Non-GAAP net income
$
476

 
$
473

 
$
1,298

 
$
1,300

 
 
 
 
 
 
 
 
Shares used in calculation - diluted (GAAP)
579

 
558

 
574

 
564

Non-GAAP adjustment
26

 
23

 
27

 
24

Shares used in calculation - diluted (Non-GAAP)*
605

 
581

 
601

 
588

 
 
 
 
 
 
 
 
GAAP diluted net income per share
$
0.38

 
$
0.48

 
$
0.82

 
$
1.19

Non-GAAP diluted net income per share
$
0.79

 
$
0.81

 
$
2.16

 
$
2.21


*Represents the benefits of compensation costs attributable to future services and not yet recognized in the financial statements that are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method.








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BROADCOM CORPORATION
Guidance for the Three Months Ending December 31, 2012

 
Three Months Ending
 
December 31, 2012
Total net revenue
~$1.95 billion to ~$2.10 billion
Product gross margin (GAAP)
Flat to up slightly from Q3'12
Product gross margin (Non-GAAP)
Flat to up slightly from Q3'12
Research & development and selling, general, and administrative expenses (GAAP)
Flat to up ~$15 million from Q3’12
Research & development and selling, general, and administrative expenses (Non-GAAP)
Flat to up ~$15 million from Q3’12

Broadcom has based the preceding guidance for the three months ending December 31, 2012 on expectations, assumptions and estimates that we believe are reasonable given our assessment of historical trends and other information reasonably available as of October 23, 2012. Our guidance consists of predictions only, however, and is subject to a wide range of known and unknown business risks and uncertainties, many of which are beyond our control. The forecasts and projections contained in the table above should not be regarded as representations by Broadcom that the estimated results will be achieved. Projections and estimates are necessarily speculative in nature and actual results may vary materially from the guidance we provide today. The non-GAAP guidance presented above is consistent with the presentation of non-GAAP results included elsewhere herein.
The guidance set forth in the above table should be read together with the information under the caption, “Cautions Regarding Forward-Looking Statements” above, our Annual Report on Form 10-K for the year ended December 31, 2011, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and our other Securities and Exchange Commission filings. We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein, to reflect future events or circumstances.




Broadcom Business Press Contact
Broadcom Investor Relations Contact
Karen Kahn
Chris Zegarelli
Vice President, Corporate Communications
Senior Director, Investor Relations
415-297-5035
949-926-7567
kkahn@broadcom.com
czegarel@broadcom.com



 


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