BRCM: Broadcom Announces Conclusions of Option Grants Conduct Review

Broadcom Corporation (Nasdaq: BRCM) today announced that its Board of Directors has approved the findings and recommendations of its Audit Committee's review of the conduct and performance of Broadcom management, employees and directors involved in the company's stock option grant and equity award processes. The Audit Committee conducted its investigation with the assistance of independent legal counsel Kaye Scholer LLP and with the forensic accounting assistance of LECG.
During the Audit Committee's four-and-a-half month investigation, more than six million pages of documents and electronic information were reviewed. The Committee's independent counsel also interviewed more than forty individuals. The investigation was accomplished with the full support and cooperation of the company's management and personnel.

Broadcom previously announced that the Audit Committee had determined that the accounting measurement dates (for purposes of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations) for most option grants awarded between June 1998 and May 2003 differ from the measurement dates originally used for such awards. The company is working expeditiously and presently expects to file an amended Annual Report on Form 10-K/A for 2005 and an amended Quarterly Report on Form 10-Q/A for the first quarter of 2006, reporting adjustments to its prior financial statements, with the U.S. Securities and Exchange Commission (SEC) in January 2007.

Broadcom also previously announced that it received an informal inquiry from the SEC. On December 14, 2006, the company was informed that the SEC has issued a formal order of investigation. Broadcom continues to cooperate with the SEC.

The Audit Committee's Conclusions

The Audit Committee determined that in mid-2003 significant corrective changes were made to the option granting and documentation process. As a result, each of the option grants and other equity awards made since May 2003 has complied with prevailing accounting rules and is not subject to restatement.

The Committee also determined that between June 1998 and May 2003 Broadcom's informal option grant procedures and processes lacked adequate controls, and that the company's documentation and recordkeeping were insufficient to verify many of the original measurement dates.

The Committee concluded that, for option grant dates between November 3, 1998 and May 19, 2003, certain executives and employees selected numerous grant dates after the fact. The Committee further found that, particularly with respect to several company-wide option grants, allocations of grants to individuals occurred after the grant dates for the total shares awarded had been established.

Each of the individuals deemed to have been actively responsible for the selection of option grant dates after the fact has either previously left the company for reasons unrelated to the options investigation, or has recently departed Broadcom as a result of the investigation. In addition, acting on the Committee's recommendation, the Board of Directors is canceling outstanding unexercised options granted since Broadcom's initial public offering held by three of the responsible individuals. The value of the options cancelled, based on the difference between their original exercise prices and the fair market value of the underlying shares on December 15, 2006, is more than $37 million.

The Committee also concluded that certain other employees could have made additional inquiry or could have taken additional action to address the inadequacies in the option granting process. As a result of the Committee's investigation, those individuals have voluntarily agreed that the exercise prices of their outstanding options will be increased to the prices as of the new accounting measurement dates determined by the company.

The Committee further found that, reflecting the lack of adequate controls, there was uncertainty and confusion as to the accounting rules for options, and certain individuals may have acted without fully understanding the rules or whether compensation charges should have been taken.

The Committee determined that all options and other equity awards granted to the company's founders and all current and former members of the Board of Directors were properly granted. It also found that Broadcom's Chairman and Chief Technical Officer, Henry Samueli, and all outside Directors reasonably relied upon management and professionals regarding the correct option accounting treatment and grant approval process.

As a result of its investigation, the Audit Committee reaffirmed its full faith and confidence in the integrity of Broadcom's current President and Chief Executive Officer, Scott A. McGregor, and the company's Acting Chief Financial Officer, Bruce E. Kiddoo. The Committee further concluded that both Mr. McGregor and Mr. Kiddoo can appropriately serve as officers certifying Broadcom's financial statements. Finally, the Committee found that Broadcom's current equity award processes and procedures are appropriate and provide effective controls.

Management's Comments

Mr. McGregor said: "Broadcom is fully committed to compliance with all applicable accounting standards and regulations. The rigor with which the company has addressed this issue once it was discovered is testimony to our commitment. In addition to conducting an extremely thorough investigation with the assistance of experienced professional advisors and counsel, we have taken appropriate steps to ensure that the company maintains appropriate controls in its equity award processes, and complies fully with relevant accounting practices. Our investors deserve nothing less."

Approximately 95% of the stock options granted between June 1998 and May 2003 were awarded to employees other than executive officers.