UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

---

FORM 10-K

|ý                                            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|-------------------------------------------- | ----------------------------------------------------------------------------------------
|For The Fiscal Year Ended December 31, 2003 
|or                                          
|o                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from            to

Commission File Number: 0-27246

---

ZORAN CORPORATION(Exact Name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                                                                                                                      |  | 94-2794449(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|1390 Kifer Road, Sunnyvale, California(Address of principal executive offices)                                                                                                              |  | 94086(Zip Code)                               
|Registrant's telephone number, including area code:(408) 523-6500Securities registered pursuant to Section 12(b) of the Act:NoneSecurities registered pursuant to Section 12(g) of the Act:
|Title of each class                                                                                                                                                                         |  | Name of Exchange on which registered          
|None                                                                                                                                                                                        |  | None                                          
|Securities registered pursuant to Section 12(g) of the Act:                                                                                                                                
|Common Stock, $.001 par value(Title of Class)                                                                                                                                              

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate by check mark whether registrant is an accelerated filer (as defined by Rule 12b-2 of the
Act). Yes ý    No o

The aggregate market value of registrant's voting stock held by non-affiliates of registrant based upon the closing sale price of the Common Stock on
June 30, 2003, as reported on the Nasdaq National Market, was approximately $526,000,000. Shares of Common Stock held by each officer, director and holder of 10% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Outstanding
shares of registrant's Common Stock, $0.001 par value, as of March 11, 2004: 42,562,778

DOCUMENTS
INCORPORATED BY REFERENCE

Parts
of the definitive proxy statement for registrant's 2004 Annual Meeting of Stockholders to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this Report are incorporated by reference into Part III of this Report.



---



ZORAN CORPORATION  INDEX TO  ANNUAL REPORT ON FORM 10-K  FOR YEAR ENDED DECEMBER 31, 2003

|           |  |                                                                                                |  | Page
|---------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|PART I    
|Item 1.    |  | Business                                                                                       |  | 3   
|Item 2.    |  | Properties                                                                                     |  | 20  
|Item 3.    |  | Legal Proceedings                                                                              |  | 20  
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                            |  | 21  
|PART II   
|Item 5.    |  | Market for Registrant's Common Equity and Related Stockholder Matters                          |  | 22  
|Item 6.    |  | Selected Financial Data                                                                        |  | 23  
|Item 7.    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations          |  | 24  
|Item 7A.   |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 49  
|Item 8.    |  | Financial Statements and Supplementary Data                                                    |  | 51  
|Item 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |  | 83  
|Item 9A.   |  | Controls and Procedures                                                                        |  | 83  
|PART III  
|Item 10.   |  | Directors and Executive Officers of the Registrant                                             |  | 84  
|Item 11.   |  | Executive Compensation                                                                         |  | 84  
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 84  
|Item 13.   |  | Certain Relationships and Related Transactions                                                 |  | 84  
|Item 14.   |  | Principal Accountant Fees and Services                                                         |  | 84  
|PART IV   
|Item 15.   |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                               |  | 85  
|Signatures |  | 86                                                                                            

2

---



PART I

This report includes a number of forward-looking statements which reflect the Company's current views with respect to future events and
financial performance. These forward-looking statements are subject to certain risks and uncertainties, including those discussed in "Item 7Management's Discussion and Analysis of
Financial Condition and Results of OperationsFuture Performance and Risk Factors" and elsewhere in this report, that could cause actual results to differ materially from historical
results or those currently anticipated. In this report, the words "anticipates," "believes," "expects," "intends," "future" and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Item 1Business

Company Overview

We develop and market integrated circuits, or ICs, integrated circuit cores and embedded software used by original equipment manufacturers, or OEMs, in digital
video and audio products for commercial and consumer markets. We also provide complete, copy-ready system reference designs based on our technology that help our customers produce
commercial and consumer products more quickly and cost-effectively. Our integrated circuits are used in a variety of products, including digital versatile disc, or DVD, players and
recorders, and digital cameras. As a result of our acquisition of Oak Technology, Inc., or Oak, in August 2003, we also offer integrated circuits and related software used in digital
televisions, or DTVs, and set-top boxes as well as multi-function digital print devices.

We
were incorporated in California in December 1981 and reincorporated in Delaware in November 1996. Our corporate headquarters are located at 1390 Kifer Road, Sunnyvale,
California 94086, and our telephone number is (408) 523-6500. Our website can be found atwww.zoran.com. Our annual reports on
Form 10-K, quarterly reports on
Form 10-Q, current reports on Forms 8-K, and any amendments to those reports, are available free of charge on our website under "Investor Relations / SEC Documents" as
soon as reasonably practicable after they are filed with the Securities and Exchange Commission.

Industry Background

Until the mid-1990s, video images and audio soundtracks were transmitted, edited and stored almost exclusively using analog formats. Since then,
however, advances in technology have allowed audio and video to be processed and stored in digital form. Unlike analog formats, which are inherently unstable and difficult to edit and enhance, digital
formats permit the manipulation of audio and video signals through digital signal processing and offer a number of fundamental advantages over analog technologies. Through complex digital signal
processing operations, digital audio and video signals may be compressed, providing significant storage and transmission efficiencies. They also may be filtered, allowing for noise reduction, and they
may be transmitted and reproduced without perceptible image or sound degradation. Digital formats provide users with additional benefits, including random access to data, superior editing capabilities
and enhanced security features such as protection against unauthorized copying and controlled and secure access.

One
of the most significant barriers to the widespread adoption of digital technology had been the huge amount of data required to represent images and sounds in a digital format, making
cost-effective storage or transmission impractical. Through digital compression techniques, a substantial number of the redundancies inherent in audio and video data can be identified and
eliminated, significantly reducing the overall amount of data which needs to be retained. Compression techniques introduced in the early 1990s allowed a two-hour movie to be compressed and
stored on only two video CDs with video resolution comparable to that of a standard VHS tape. More recent techniques allow the storage of a full-length movie of more than three hours on a
single DVD, with substantially improved audio

3

---

and
video quality and the incorporation of additional data, such as additional languages, scenes and director and actor commentary. Additionally, digital compression of video data allows previously
unmanageable amounts of data to be stored in the memory of a disk drive, thereby permitting the data to be accessed and edited easily. It also allows for easier transmission of sharper resolution
pictures through a standard definition or high definition television or set-top box. Digital audio compression allows efficient storage and delivery of multi-channel audio, making possible
high-quality special effects such as multi-channel surround sound, virtual surround sound and wireless audio delivery via two speakers or headphones. In the field of still photography,
digital compression allows dozens or hundreds of digital pictures to be stored on a single memory card, depending on the resolution desired.

To
drive the implementation and speed the adoption of products based on digital formats, industry participants organized committees to define international compression standards. The
principal standards in use today include the following:



These
industry standard techniques have enabled the dramatic growth in digital multimedia markets, including the following:

DVD Players and Recorders.DVD players and recorders use MPEG 2 video compression and Dolby Digital audio technology to
provide significantly higher quality playback or recording than is possible
with VCR or video CD technology. According to Infocom Data Consulting, or IDC, sales of DVD players totaled 82 million units in 2003 and will approach 100 million units in 2004.
According to IDC, shipments of DVD recorders increased over 200% during 2003, from a base of 1 million units in 2002. DVD recorders are expected to gradually overtake the DVD player in
combination products, such as DVD+VCR, DVD+HtiB and TV+DVD.

Standard Definition and High Definition Television and Set Top Boxes.Digital televisions receive digital content and process
that content to display a picture which has far greater resolution and a sharper, more clearly defined images than televisions based on the older analog technology. Standard definition televisions
generally contain 480 lines with 720 pixels per line. High definition television, or HDTV, television sets contain 1280 to 1920 pixels per line and 720 to 1080 lines. Likewise, the aspect ratio of
standard definition sets is 4:3, compared to 16:9 for HDTV. The lines may be displayed using different techniques, often referred to as interlacing or alternatively progressive scan. The functionality
to receive and process digital television signals can be contained in a set-top box which then drives a television display that is capable of displaying digital content. Alternatively, this
functionality can be integrated into a digital television that does not require a set-top box. Digital content is broadcast via

4

---

satellite,
cable networks or over the air (terrestrial broadcast) in various markets throughout the world. Intex Management Services estimates that over 117 million digital televisions and
set-top boxes were shipped worldwide in 2003 and that over 145 million units will be shipped in 2004.

Digital Cameras.Digital cameras use JPEG compression technology to capture high resolution still images that can be viewed,
edited and stored on a computer system on recordable DVD and transmitted over telephone lines and computer networks. Recently, digital cameras have been introduced that are capable of capturing and
playing back quality video, using the MPEG 4 algorithm. According to IDC, sales of megapixel digital cameras exceeded 46 million units in 2003 and are expected to exceed 56 million units
during 2004.

Additional
products and markets are developing based on these established compression standards and additional compression technologies such as Meridian Lossless PCM, or MLP, a new
standard for DVD audio, Microsoft Windows Media Audio, or WMA, and MP3, a compression standard for the download of audio recordings from the Internet.

These
established and emerging compression standards specify data formats in which compressed data must be presented in order to enable products from different vendors to interact and
permit the capture, transmission, storage and display of audio and video data in digital format. These standards do not specify the compression methodologies to be employed or additional functionality
which may be used to enhance or manipulate digital signals. These standards, therefore, do not determine image or sound quality or compression efficiency. For example, data compression may comply with
relevant standards despite being poorly processed and containing artifacts which result in image degradation in video applications or poor sound quality in audio applications. As a result, there can
be significant differences in overall image or sound quality between two solutions based on the same standard.
Therefore, integrated circuit manufacturers can differentiate their products on the basis of the quality of their compression solution.

Historically,
as system vendors sought compression solutions, the cost, complexity and time required to compress and decompress data have imposed significant limitations on the use of
digital compression. Over the last several years, as cost-effective compression solutions have emerged, product manufacturers have increasingly sought to design and market
lower-cost digital audio and video systems and products to address an increasing number of high volume consumer applications. In addition, product manufacturers are facing competitive
pressure to introduce their products more rapidly. To address these issues, OEMs continually seek to integrate more and more functions on individual chips in order to reduce their costs, speed
time-to-market and produce smaller products with reduced power consumption. They also seek solutions that can be easily integrated into their commercial and consumer products.
The current challenge to manufacturers of compression integrated circuits is, therefore, to provide product manufacturers with high-quality, cost-effective, standards-based
solutions that deliver flexible control, image enhancement, audio effects and other functions in addition to high quality compression solutions.

Zoran Solutions

We provide feature-rich, cost-effective, standards-based solutions for a broad range of digital video, audio and imaging applications. We
were a pioneer in the development of high performance digital signal processor products, and have developed expertise in integrated circuit design, mathematical algorithms and software development, as
well as proprietary digital signal processing, and video and audio compression technologies. We apply our multi-disciplinary expertise and proprietary technologies to the development of
fully-integrated solutions for high-growth multimedia markets. The key elements of our solutions are the following:

Standards-Plus Methodology.We have leveraged our broad multi-disciplinary expertise and proprietary digital
signal processing and compression technologies to develop what we refer to as

5

---

"standards-plus"
solutions. We have enabled OEMs to improve image and sound quality and deliver superior products to end users by adding more features around compression standards,
such as more efficient use of memory, processing and communication resources, as well as audio and image enhancement algorithms. We have also provided OEMs the ability to include
OEM-programmable effects and features, as well as variable compression ratios for video. These "standards-plus" features allow our customers to differentiate their products
from those of their competitors.

Expandable and Programmable Architectures.We design our integrated circuits to enable easy adaptation for a broad range of
specific applications. We can vary the architecture of our chips by adding or deleting modules, and we can also modify the software embedded in the chips themselves to address specific applications.
We also license ready-to-manufacture "cores"building blocks of integrated circuitsthat can be integrated into our customers' chips. Combined with the
enhanced functionality of our "standards-plus" technology, our expandable and programmable architecture facilitates product design, upgrades and customization, substantially accelerating
our customers' time to market with differentiated products.

Integrated System Solutions.We help our customers meet their total system requirements by providing integrated products that
combine hardware and software to address required system functions and features on a single integrated circuit or chip set, reducing the number of integrated circuits, and in some cases providing a
complete solution on a single chip. As a result, our customers' total system cost can be reduced and they can concentrate on differentiating their products from those of their competitors. For
example, we introduced the Camera On A CHip, or COACH, which includes most of the electronics of a digital camera on a single chip.

Cost-Effective Products.We focus on reducing the feature size, power requirements and number of integrated
circuits necessary to perform required system functions, including compression functions. This reduces our customers' manufacturing costs for their products which incorporate our integrated circuits,
and also reduces the operating costs for these products, enabling the use of our products in a broader range of high volume applications. The modular nature of our architecture reduces our new product
development costs, and enables our design engineers to meet our customers' new product specification and cost parameters.

Production Ready System Reference Designs.We provide our customers with a broad range of engineering reference boards and
products complete with device driver software, embedded software and detailed schematics. These products substantially shorten our customers' product design time.

Strategy

We provide cost-effective, high-performance digital audio, video and imaging solutions addressing selected high-growth
applications enabled by compression in evolving multimedia markets. Key elements of our strategy include the following:

Focus on High-Growth and High Volume Applications.Our strategy is to focus on providing digital video, audio and
imaging solutions for high-growth consumer electronics and printing applications. Our current focus markets include DVD players and recorders, digital cameras, DTV and multifunction
digital print devices.

Leverage Existing Technology and Expertise.We intend to continue to identify those markets that we believe have the highest
growth potential for our products and to actively pursue those markets. Our proprietary digital signal processing and compression technologies can be used to serve a number of emerging markets for
digital video and audio. Potential markets include home network audio and video appliances, as well as personal digital video, audio and imaging devices.

6

---

Further Penetrate Key International Markets.Between 1998 and 2001, we opened offices in Shenzen, China, Taiwan, Japan, Korea
and Hong Kong. We now have a total of 171 employees working in these offices. We believe that by opening and expanding our presence in these offices we are better able to provide marketing and
application support for these growing consumer electronics markets.

Extend Technological Leadership.Our years of experience in the fields of digital signal processing, integrated circuit
design, algorithms and software development have enabled us to become a leader in the development of digital audio and video solutions enabled by compression. Using our multi-disciplinary expertise,
we have developed new technologies for compression of digital audio, video and imaging. In August 2003, we acquired Oak, which provided us with important technologies in HDTV and digital
printing. We intend to continue to invest in our research and development, and to evaluate opportunities to acquire additional technologies in order to maintain and extend our technological
leadership.

Expand Strategic Partnerships.We work closely in the product development process with leading manufacturers of products that
incorporate our integrated circuits. We also work closely with key customers and provide them early access to our technologies. Potential products are designed to meet customer-driven product
requirements defined jointly by us and our partners with the partner providing technological input and, in selected cases, a portion of the development funding. This strategy has enabled us to develop
products with substantial financial and other assistance while retaining ownership of the technology and ensuring an established customer for the product once development is completed. In some cases,
our strategic partners also provide sales and marketing support. We have also established long-term relationships with strategic partners that provide manufacturing capacity and will seek
to develop additional strategic relationships with manufacturers.

Markets and Applications

Our products are currently used in a variety of consumer multimedia applications, including the following:

Consumer Video Playback Systems

DVD players, the latest generation of video playback systems, use MPEG 2 video compression and Dolby Digital or similar audio technology to provide significantly
higher quality playback than is possible with earlier generation products such as VCRs, Video CD or Super Video CD players. DVD players are sold as stand-alone products and are also bundled with other
functions including DVD+VCR combinations, DVD-receivers and DVD+TV combinations. In addition, the DVD player can act as a platform for playback and editing of digital still images from
digital cameras through integrated memory card slots or via direct connection to digital cameras. DVD players are also included in place of CD-ROM drives in most current PCs, where they
are referred to as DVD-ROMs. DVD-ROMs are also sold as upgrade products. The growth in the DVD market is demonstrated by the rapidly growing sales of DVD
players, the increasing number of models and manufacturers, and the increasing number of DVD titles available for purchase and rent.

Digital Video Recording Systems

Digital video recording systems are aimed at replacing the analog VCR. Digital video recording systems not only store home movies and TV programs but allow them
to be easily edited. In addition, digital video recording systems enable high quality time shifting of TV program viewing by recording the program so that it can be watched simultaneously or on a
delayed basis. The recording media used in digital video recording systems includes DVD recordable media and hard disks. Digital video recording systems use MPEG 2 as the video compression format and
Dolby Digital or MPEG audio as the audio format.

7

---

Digital Television

The digital television market represents the most significant technological shift in the television segment of the consumer electronics market since color
televisions were introduced in the late 1950s. In the digital television market, digital content providers broadcast programming via satellite, cable or terrestrial
(over-the-air) networks. The mix of broadcast networks varies by geographic region. For example, most digital television content in Japan and Korea is broadcast via terrestrial
networks, while cable networks currently predominate in the United States. Satellite networks offer an alternative source of content to consumers and are continuing to grow in each of these markets.
Each geographic market is subject to regulation that requires compliance with different
standards applicable to broadcast technology and the form of content. In each market, individual broadcasters also have developed their own proprietary standards for content, security and conditional
access. The digital television market requires television products, set-top boxes, personal video recorders and other digital consumer appliances that include sophisticated integrated
circuits and embedded software that address the emerging requirements of multiple broadcast networks throughout the world. The recent requirement by the U.S. Federal Communications Commission, or FCC,
that all new televisions with screen sizes greater than 11 inches will contain a built-in digital receiver starting July 2007, has accelerated the growth of the digital television
market, which we expect to continue over the next several years.

Digital Imaging Print Products

The market for personal printers is beginning to undergo a shift from traditional PC-centric peripherals toward new PC-independent
printing appliances. Fueling this shift is the rapid growth of digital photography, home Internet and wireless connectivity. As these new technologies make their way into the home, they are creating
demand for a new class of appliance-type printers that allow image rich content such as web pages, digital photos, and scanned documents to be printed without using a PC. According to IDC,
IC controllers for multifunction print devices are addressing a market estimated at 25 million units in 2003 and growing to over 46 million units in 2007.

The
market for embedded software for page description languages is somewhat more mature than other areas of the imaging market. It is characterized by a small number of suppliers selling
to very large OEM customers designing print devices that need to be connected to a network. The page description language enables the printer to receive a file or job from a PC and translate that file
into a set of instructions that the printer can understand and lay down on paper with a great deal of precision. In general, applications are designed to send jobs to printers using one or both of two
major protocols or languages. Print Control Language, or PCL, originated as a Hewlett Packard developed protocol for page printers and has become an industry standard in office environments. In
addition, the application may also use postscript-based protocols originally developed by Adobe which tends to be focused more on graphic arts and Apple operating system environments.

Digital Cameras

Digital cameras allow the capture of high resolution images, the viewing, editing and storage of such images on a computer system and their transmission over
telephone lines and computer networks. High quality copies of these images can be printed using color printers. In addition, digital cameras can be connected directly to a PC for downloading of
pictures and to a television for displaying pictures. The original digital cameras were developed for the professional market and currently sell at prices of $1,000 to $3,000. As technology has
advanced and manufacturing costs have decreased, digital cameras for the consumer market have been introduced in the $69 to $600 price range.

8

---

Image and Video Technology

The JPEG Standard.In 1991, the Joint Photographic Experts Group, or JPEG, Committee of the International Standards
Organization completed a technical specification for a standard to compress individual digitized images which may consist of still images or consecutive frames of video data. JPEG has been widely
adopted for video editing applications, since each frame in the video is individually compressed, allowing cutting and pasting of sequences as well as modification of individual frames. Images are
compressed through elimination of spatial redundancies within an image and the filtering of high frequency areas to which the eye is less sensitive. Using these techniques, the JPEG compression
standard is able to reduce the data necessary to represent an image without significant degradation of image quality. Still images or motion video can be compressed to varying degrees using JPEG, with
greater compression resulting in lower quality. Typically, four-to-one or five-to-one compression yields broadcast image quality while
20-to-1 compression is similar to VHS quality.

Zoran JPEG Technology.Our JPEG technology incorporates a proprietary bit rate control algorithm that enables our
JPEG-based products to compress any image to a predetermined size while optimizing video quality using pre-selected parameters. Without this feature, the JPEG compression
process results in compressed data files of various sizes based on the actual content of the original image given a constant degree of compression. An image with large amounts of visual detail will
generate a larger data file than that generated from an image with less detail. Performance of many video applications is hampered by variability in the size of the compressed images in a video
sequence, which can result in inefficient use of available memory, bus speed or communication channel capacity or even the loss of images. Our bit rate control is a "standards-plus"
solution that uses real-time digital signal processing algorithms to optimize video quality based on pre-selected parameters, which can be programmed by OEMs, without the loss
of
any image or video frame. Our bit rate control has been incorporated in our JPEG-based devices that are used in digital cameras, video editing systems, color scanners, PC-based
security systems, video conferencing and other applications. Other features of our JPEG-based products include their ability to handle a wide range of compression ratios, to perform a
"lossless" compression algorithm in the same JPEG device, to rapidly scan or browse a large number of images and utilize advanced image processing algorithms that enable bit rate control of USB data,
vertical blank interval detection, infrared remote control detection and scene analysis for computer control applications. We implement these functions in a single integrated circuit while we believe
most other manufacturers either offer fewer functions or require multiple chips, resulting in higher manufacturing costs and greater power consumption.

CMOS Sensor Technology.With the widespread availability of inexpensive complementary metal oxide semiconductor, or CMOS,
fabrication facilities, image sensor designers are now able to offer a single chip solution to perform the "light-to-bytes" function at a quality level that is competitive with
the long established charge coupled device, or CCD, sensor technology, but with far greater operational flexibility and at much lower power consumption. CMOS sensors can scan in a variety of modes and
directions and perform analog-domain pre-processing of the signal which may be advantageous from a system perspective. Although the greater pixel circuit complexity results in a larger
imager today, progress is being made to both reduce the geometry of the pixel and use more aggressive design rules. The result will be a sensor which provides both cost reduction and performance
enhancement benefits to the system designer over the traditional CCD-based solution.

Zoran CMOS Sensor Technology.Our high performance 1.3 megapixel CMOS image sensors are ideal for digital still and video
imaging products. Using our proprietary Distributed-Pixel Amplifier design, the pixel response is independent of its distance from each column's CDS circuitry. This unique architecture results in an
extremely uniform pixel array with low fixed-pattern noise without the need for off-chip background frame subtraction circuitry. The bank of analog front-end circuits quantizes
each pixel to 10 bit resolution. This highly parallel approach eases speed requirements on individual

9

---

analog
circuits and reduces overall power consumption. Separate programmable red, green and blue PGA circuits enable analog-domain color balance. The flexibility of these sensors' output image format
permits the tradeoff between resolution and frame rate. The image output may also be horizontally "mirrored" and vertically "flipped".

The MPEG Standards.In 1991, the Moving Pictures Expert Group, or MPEG, Committee of the International Standards Organization
completed a technical specification for a standard to compress moving audio and video into a single data stream. Like JPEG, MPEG 1 removes spatial redundancies from single frames of video data. MPEG 1
improves on JPEG by also removing redundancies that occur between consecutive video frames. Because video represents movement, it is possible to detect and estimate the movement of similar picture
elements between video frames, a process called motion estimation. MPEG motion estimation uses the content of previous and future frames to predict the content of the current frame without using its
full content. MPEG 1 implements audio compression by
exploiting psycho-acoustic masking, taking advantage of the fact that the ear is less sensitive to a quiet note at one frequency when a much louder note is present at a nearby frequency. MPEG 1 often
achieves audio compression ratios of six-to-one and video compression ratios of over 100-to-1. MPEG 1 is particularly suitable for low-cost
CD-ROM applications due to its low-cost implementation.

In
1993, the MPEG 2 video committee completed a technical specification to address the more stringent requirements of the broadcast industry. MPEG 2 provides more sophisticated
prediction techniques, enabling a compression solution to comprehend video as interlaced fields of data, rather than individual frames. MPEG 2 also allows for operation at higher resolution and at
higher bit rates than MPEG 1, resulting in improved image quality for high motion, high detail video. MPEG 2 typically achieves compression ratios of 50-to-1. Because of its
higher bit rate, MPEG 2 technology cannot be used in standard CD-ROM applications, but can be used in DVD players.

MPEG
4 builds on the experience of the MPEG 1 and MPEG 2 standards, which are currently used in digital video applications. MPEG 4 is rich in features, and can be customized to serve the
needs of specific industries while preserving a high level of interoperability across a variety of applications. It allows a new level of interaction with visual content, providing the ability to
view, access and manipulate objects rather than pixels. MPEG 4's impact is especially significant in video streaming, digital television, mobile multimedia and game applications.

Zoran MPEG Technology.Beginning in 1997, we established ourselves as a leading provider of MPEG 2 technology for DVD and
Super Video CD applications. Another important technology is MPEG 4 decoding, which is embodied in the DIVX and XVID file formats. These files are commonly used for file sharing of video content on
the PC. We have added to the MPEG 2 decoders used on the PC, the capability to decode MPEG 4 files, allowing consumers to display content stored on their PCs using a television. We have also
introduced MPEG 2 encoding ICs. This technology is an important part of the DVD recorder system. In addition, we have developed MPEG 4 technologyboth for compression and decompression.
This technology enables the capture and playback of high-quality video clips by digital filmless cameras. With the acquisition of Oak, we obtained MPEG technology used for HDTV systems. We
have also introduced a new MPEG compression chip core that can be integrated into chips manufactured by our OEM customers, enabling them to reduce the cost of custom chip design and accelerate the
time-to-market of their products.

Audio Technology

The Dolby Digital Standard.In 1992, Dolby Laboratories launched Dolby Digital, an audio compression technique which has
emerged as an industry standard. Dolby Digital was developed as a successor to Dolby's Pro-Logic analog technique for use in multi-channel digital surround sound systems. It is currently
used in movie theaters comprising over 24,000 screens worldwide and is also used in home theater and computer multimedia applications. Digital compression of audio data allows

10

---

the
storage of full quality multi-channel audio playback in the limited space allocated for audio in video-oriented formats. It also facilitates the seamless integration of sound with compressed
video. The Dolby Digital audio compression standard is currently the principal audio compression technique used in DVD players. Dolby Digital has also been adopted as a standard for use in
high-definition television and digital cable systems.

Other Audio Standards.Other digital audio compression standards currently in use include DTS, an audio compression standard
that competes with Dolby Digital, MLP, a compression standard for DVD audio, Windows Media Audio, or WMA, a standard developed by Microsoft, Advance Audio Codec, or AAC, a compression standard used in
HDTV and MP3, used for the download of audio recordings from the Internet.

Zoran Audio Technology.Working closely with Dolby Laboratories, we have developed a programmable audio digital signal
processing engine with an architecture optimized for Dolby Digital and other demanding audio applications, and we were the first to develop a single-chip solution for Dolby Digital
decoding. Our family of Vaddis DVD decoders and audio processors now incorporate this engine to allow systems manufacturers to replace system components with software modules, differentiate their
products from their competition, use Zoran's SiliconSoftware® library of advanced audio algorithms, and reduce system costs and time to market. In addition to Dolby Digital, our DVD
decoders and audio processors support all principal audio compression standards, including DTS, MLP and MP3. Zoran's integrated circuits also include additional functions such as Virtual Multi-Channel
Digital, surround sound for headphones, high-definition CD, karaoke processing and speaker equalization. Our audio technology is integrated with our video technology in many of our
products. Multiple audio algorithms like AAC, Dolby Digital and others are embedded in our DTV ICs, and other algorithms are included in our digital camera ICs.

Printing Technology

Zoran Controller Technology.As a result of our acquisition of Oak in August 2003, we obtained Oak's
IC-based controller technology that enables users of our customers' computer peripheral products such as printers, copiers and multi-function peripherals, or MFPs, that perform document
imaging function to print, scan, copy, process and transmit documents. For hardware-based printing solutions, our Imaging division designs high-performance, full-featured
compression application specific integrated circuits, or ASICs, imaging DSP ICs, resolution-enhancement ASICs and system-on-a-chip, or SOC, solutions for digital
copiers, printers, scanners, fax machines and MFPs.

Zoran Digital Page Processing Technology.Also as a result of the Oak acquisition, we obtained Oak's digital page processing
technology, used to create software for processing page description languages such as Postscript and PCL. For software-based printing solutions, our Imaging Division offers integrated, modular,
embedded software products, intended to provide the performance, output, quality, compatibility and network connectivity required for today's printing peripheral market. In addition, we provide
complementary personal computer software products, including printer drivers and standards-based technology to enable manufacturers of peripherals to design and develop differentiated products.

Products

Our product offerings consist of four principal product families:



11

---







The
following table lists our principal multimedia integrated circuits currently in production, including the months in which initial production units were first made available to
customers:

|Product Family        |  | Products                                                                        |  | Initial
Commercial
Shipment |  | Principal
Applications              
|--------------------- |  | ------------------------------------------------------------------------------- |  | --------------------------- |  | ------------------------------------
|DVD                   |  | Vaddis V integrated DVD decoder (ZR36750)                                       |  | May 2001                    |  | DVD players and recorders           
|                      |  | Vaddis 6 integrated DVD integrated servo processor and decoder (ZR36768)        |  | December 2002               |  |                                     
|                      |  | Vaddis 5R video playback chip (ZR36750)                                         |  | July 2003                   |  |                                     
|                      |  | Activa 100MPEG 2 encoder (ZR35100)                                             |  | February 2004               |  |                                     
|                      |  | Vaddis 7 integrated DVD decoder (ZR36776)                                       |  | March 2004                  |  |                                     
|DTV                   |  | Graphics accelerator (TL751)                                                    |  | January 2003                |  | HD set-top boxes                    
|                      |  | Multistream management, security decryption companion to 851 (TL811)           |  | September 2000              |  | HDTV and HD set-top boxes           
|                      |  | HD decode display processing, graphics acceleration (TL851)                     |  | June 2001                   |  | HDTV and set-top boxes              
|                      |  | Integrated HD decode with 64 Bit CPU and Audio DSP Core (TL 955)                |  | June 2002                   |  | HDTV and HD set-top boxes           
|                      |  | Integrated HD decode with 64 bit CPU and audio DSP core (TL 945)                |  | July 2002                   |  | HDTV and HD set-top boxes           
|Digital Cameras       |  | Digital camera processorCOACH-LC (ZR36420)                                     |  | March 2000                  |  | Filmless digital cameras, security  
|                      |  | Digital camera processorCOACH-V (ZR36430)                                      |  | June 2002                   |  |                                     
|                      |  | Digital camera processorCOACH VI (ZR36440)                                     |  | October 2003                |  |                                     
|                      |  | CMOS sensor (ZR32112)                                                           |  | July 2000                   |  |                                     
|                      |  | CMOS sensor (ZR32312)                                                           |  | August 2002                 |  |                                     
|                      |  | CMOS sensor (ZR32316)                                                           |  | December 2003               |  |                                     
|Digital Imaging Print |  | 4110 Inkjet and laser high performance mid range print head controller platform |  | March 2003                  |  | Mid range inkjet MFP's              
|Products              |  | 4100 Inkjet high performance low cost print head controller platform            |  | October 2003                |  | Low cost inkjet MFP's               
|                      |  | Intelligent Peripheral System (IPS) 6.0 Embedded Software                       |  | April 2003                  |  | Print devices connected to a network

12

---

DVD.Our Vaddis decoders perform all the audio and video decoding and display requirements of the DVD
specification, including MPEG 2 audio and video decoding, Dolby Digital, DTS and MLP audio decoding, on-screen display, decryption required for copyright protection and presentation of
graphic information. The Vaddis has additional computation power that can be utilized for customer differentiation features. For example, it can incorporate virtual surround sound algorithms without
the addition of hardware. This allows the user to enjoy the theater-like sound
obtained from six speakers using a system that includes only two speakers and the Vaddis. The Vaddis V integrates the host controller and incorporates DVD audio capability and progressive scan output
features that are part of current high-end DVD player systems. The Vaddis 6 is a DVD system-on-a-chip which integrates the principal functionality of
the Vaddis 5 family with the additional functionality of the front-end servo and read channel, further reducing chip count and system cost for DVD player manufacturers. The Vaddis 7
incorporates the Vaddis 6 with MPEG 4 and an HD interface. The Activa 100 is video encoder providing full MPEG 2 encode capability. The Vaddis 5R is a video playback chip that is specifically designed
to be a companion to the Activa 100 in a DVD recorder. Vaddis decoders are being used in DVD players. The Activa 100 is being used in DVD recorders and is currently designed into products of several
other manufacturers that are currently scheduled for production during 2004. We also provide full reference designs of DVD players and DVD recorders, based on our Vaddis and Activa chips that help our
customers accelerate the time to market for their products.

DTV.Our DTV Division, obtained as a result of the Oak acquisition, offers integrated circuit products for both high
definition and standard definition digital television formats for televisions, set top boxes and related applications, including personal video recorders. Our TL 8xx two-chip solution has
been in volume production since 2001. In 2003, we began shipping its next generation of high definition digital television products, the Generation 9 system on a chip. In 2003, we began shipping, in
limited volumes, the Supra 140 and Supra 150 standard definition ICs for use in the worldwide standard definition digital satellite and cable broadcast markets. Our DTV Division is continuing to
develop products to address the needs of the emerging digital television market.

Digital Camera Products.Our JPEG technology is used in filmless digital cameras. In September 1999, we introduced our
first Camera On A CHip, or COACHan integrated system on a chip solution that includes most of the electronics of a digital camera. The COACH can be connected directly to a
high-resolution CCD or CMOS sensor, process the video information in real time, compress the captured image in real time to a flash memory, interface an LCD or micro display and interface
to all types of flash memory. Among the unique capabilities of the COACH is the ability to transfer in real-time, over a USB bus, high quality video to the PC and thus function also as a
PC video camera. The COACH also allows for direct connection to a printer, including color correction and special effects, for the non-PC consumer environment. The COACH is supplemented by
full filmless digital camera reference designs, "CamON" and "CamMini," shortening the time to market for COACH customers. Our PixelCam CMOS sensor products currently deliver
CCD image quality with 1.3 megapixel resolution at one-half the power dissipation and twice the integration level of CCD sensors. The sensor's architecture is scalable, which will enable
higher resolution product offerings as the needs of digital camera OEMs change. These products also offer the digital camera manufacturer longer battery life and reduced "time to next shot".

Digital Imaging Print Products.To address the consumer market for personal printers and the increasing demand for PC
independent printing appliances, we have designed a scalable and extendable architecture, referred to as Quatro, which is a programmable SOC solution for consumer oriented imaging and printing
appliances. These include multifunction color inkjet and laser devices that feature print, copy, scan and fax capabilities and allow image-rich content such as web pages, digital photos
and scanned documents to be printed without the use of a PC. At the heart of the Quatro are four key elements: a 32 bit RISC CPU core; a Quatro SIMD DSP core; an industry-standard internal bus; and an
easy to use C-based programming environment. The 4110 and the 4100 ASIC's are designed for

13

---

mid-range
and entry level inkjet printers, respectively. The Intelligent Peripheral System, or IPS 7.0, is a modular, scalable embedded software product that provides processing and
control functions for a document imaging peripheral device. IPS was developed based on a long standing expertise in page description language interpreters like PCL and Postscript. The IPS product line
gives the OEM the ability to build high performance, network enabled devices quickly and cost effectively.

Integrated Circuit Cores.We offer multimedia integrated circuit, or intellectual property ("IP"), cores which can be
incorporated into our customers' chips. For example, we license a video decoder IP core for conversion of an NTSC, PAL, or SECAM TV signal into a format that allows the information in the TV signal to
be displayed on a TV monitor. This IP core enables the integration of TV functionality into integrated circuits for LCD panels, LCD-TVs, Plasma Display TVs, set-top boxes,
DTVs, projector systems, PC video capture and other applications. Our video encoder IP cores perform the reverse function, converting component video data into an NTSC, PAL or SECAM TV signal. This IP
core has applications in ICs for graphics display, set-top boxes, digital cameras, DTVs, DVD players, gaming systems and other applications.

Customers

The following table lists representative customers, as well as other OEMs who purchase our products through our resellers. Each of these customers and
OEMs purchased, directly or indirectly, at least $100,000 of our products from us or from Oak during 2003:

|Product Family           |  | Direct Customers                                                                                                                                            |  | Other OEMs                                                                                                                                                                                                                                                                                   
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DVD                      |  | Alco Electronics LTD.
Amoisonic Electronics Co., LTD.
Beautiful Enterprise Co. LTD.
EastTech
Jiangsu Hongtu High Technology
Mustek International, Inc.      |  | Samsung Electronics
Sanyo Electric
Shenzhen Kenloon Electronics
Shenzhen HPT Electronics Co. LTD
Shenzhen Paragon Ind.
Sichuan Changhong Electronic Co.
Sky Wise Holdings LTD.
Tomen Electronics Corp.
Universal Pacific Co. LTD.
Up-Today Industrial Co., LTD
Zhongshan Kenloon Lighting Co.
|DTV                      |  | Mitsubishi
Sony
Thomson
Digital Stream                                                                                                                      |  | 3S Digital
Humax
Funai
JVC
Mitsumi                                                                                                                                                                                                                                                           
|Digital Cameras          |  | Aiptek
Chicony Electronics Co., LTD.
Concord Camera HK Limited
CRS Electronic Co., LTD.
DXG Technology Corp.
Fly Ring Digital Technology
Konica Corporation |  | Newell Hong Kong
Pentax
Primax Electronics Ltd.
Samsung Techwin Co. LTD.
Sinoglobal Technology Inc.
Sunnic Technology & Merchandise
Tomen Electronics Corp.
World Wide Licenses LTD.
Zenitron Corporation                                                                                    
|Digital Imaging Products |  | Canon
Epson
Fuji Xerox
Heidelberg
Hewlett Packard
Kodak
Kyocera
Lexmark                                                                                     |  | Matsushita(Panasonic)
Minolta
Noritsu
Ricoh
Samsung
Sharp
Toshiba
Xerox                                                                                                                                                                                                                      

14

---

Fujifilm
purchases our DVD products both as a reseller and as a direct customer design-support organization. Fujifilm acts as our primary DVD product reseller in Japan
and accounts for most of our product sales in Japan. Fujifilm and our other eight resellers collectively accounted for 35% of our total revenues in 2003.

During
2003, 2002 and 2001, sales to Fujifilm accounted for 14%, 37% and 29% of our total revenues, respectively. During 2003, 2002 and 2001, sales to our four largest customers
accounted for 46%, 59% and 56%, respectively.

Research and Development

We believe that our future success depends on our ability to continue to enhance our existing products and to develop new products that maintain technological
competitiveness and compliance with new standards in rapidly evolving consumer-oriented digital audio and video markets. We attempt to leverage our expertise in the fields of digital signal
processing, integrated circuit design, algorithms and software development to maintain our position as a leader in the development of digital audio, video and imaging solutions. Accordingly, we devote
a significant portion of our resources to maintaining and upgrading our products to reduce integrated circuit cost, feature size, power consumption and the number of integrated circuits required to
perform compression and other functions necessary for the evolving digital audio, video and imaging application markets. In addition, we seek to design integrated circuits and cores, as well as
copy-ready reference designs which can reduce the time needed by manufacturers to integrate our products into their own products.

We
have historically generated a portion of our revenues from development contracts with our strategic partners. These development contracts provide that we will receive payments upon
reaching certain development milestones and that we will retain ownership of the intellectual property developed.
Development contracts have enabled us to fund portions of its product development efforts, to respond to the feature requirements of its customers, to accelerate the incorporation of its products into
its customers' products and to accelerate the time-to-market of its customers' products. We anticipate, however, that in the future development contracts with strategic
partners will fund a smaller portion of its development efforts than in the past.

We
are a party to research and development agreements with the Chief Scientist in Israel's Ministry of Industry and Trade and the Israel-United States Binational Industrial Research and
Development Foundation. These organizations fund up to 50% of incurred project costs for approved projects up to contract maximums. The agreements require us to use our best efforts to achieve
specified results and to pay royalties at rates of 3% to 5% of resulting product sales and up to 30% of resulting license revenues, up to a maximum of 100% to 150% of the total funding received.
Reported research and development expenses are net of these grants, which fluctuate from period to period. We did not receive any grants from these organizations in 2001 or 2002. However, in 2003 we
earned grants totaling $2.5 million. The terms of Israeli Government participation also contain restrictions on the location of research and development activities, and the terms of the grants
from the Chief Scientist prohibit the transfer of technology developed pursuant to these grants to any person without the prior written consent of the Chief Scientist.

As
of December 31, 2003, we had a R&D staff of 333 full-time and 72 part-time research and development personnel for a total of 405, 184, or approximately
45%, of whom are based in Israel.

Sales and Marketing

Our sales and marketing strategy is to focus on providing solutions for manufacturers seeking to design audio, video and imaging products for emerging high volume
consumer applications. In cooperation with leading manufacturers of audio, video and imaging equipment in the commercial and consumer markets, we attempt to identify market segments which have the
potential for substantial growth. To implement our strategy, we have established a direct sales force located at several sales and

15

---

marketing
offices, and a worldwide network of independent sales representatives and resellers. In some cases, our strategic partners also provide sales and marketing support.

We
work closely in the product development process with strategic partners to incorporate our integrated circuits and software into their products. Potential products are designed to
meet customer-specific product requirements defined jointly by us and our strategic partners with our partners providing technological input, and in some cases, a portion of the development funding.
This strategy has permitted us to develop products with substantial financial and other assistance, while retaining
ownership of the technology and ensuring an established customer for the product once development is completed. In addition, our application engineers assist customers in designing their products to
incorporate our integrated circuits.

Our
sales are generally made pursuant to purchase orders received between one and six months prior to the scheduled delivery date. We sell our products primarily through our
81-person direct sales staff, of whom 17 are located in the United States and 64 are located internationally. Our United States sales staff is primarily responsible for sales in North
America, Europe and South America. Sales management and sales operations staff also reside in the United States. Our Israeli sales staff is primarily responsible for sales in Europe and the Middle
East. Our marketing staffs in China, Hong Kong, Japan, Korea and Taiwan are responsible for marketing in their respective regions. In addition, we sell our products indirectly through five
commissioned sales representatives as well as selected distributors. We typically warrant our products for a 12-month period. To date, we have not experienced material product returns or
warranty expense.

We
have opened offices in other parts of the world in order to better address specific markets. During 1998, we opened an office in Shenzhen, China as part of our effort to capture a
leadership position in the Chinese digital audio and video markets. During 2000, we opened an office in Taipei, Taiwan in an effort to better address the digital camera market. As of
December 31, 2003, we had a staff of 109 employees in our China office and 25 employees in our Taiwan office, including sales, applications and customer support employees. In addition, in 2001
we opened offices in Hong Kong and Korea, which had staffs of five employees and 11 employees, respectively, as of December 31, 2003. These offices also provide sales, applications and customer
support.

We
distribute our DVD integrated circuit products in Japan primarily through Fujifilm. Fujifilm acts as the primary reseller in Japan of products developed by us under development
contracts with Fujifilm. We may sell these products directly in Japan only to specified customers with Fujifilm's consent. We also operate an office in Tokyo to help promote our products in Japan,
assist with the marketing of products not sold through Fujifilm, such as integrated circuit cores and certain filmless digital camera, digital video, imaging and JPEG products, and provide
applications support for some of our customers. At December 31, 2003, we had 21 employees in our Tokyo office.

We
sell our Dolby technology enabled products under a perpetual, non-exclusive license from Dolby to sell products that incorporate the Dolby Digital algorithm. We are not
required to pay license fees or royalties to Dolby under this agreement. Our customers enter into license agreements directly with Dolby, pursuant to which they pay royalties to Dolby. Under our
agreement with Dolby, we may sell our Dolby Digital-based products only to customers who are licensees of Dolby. To date, most potential customers for our Dolby Digital-based products are licensees of
Dolby. However, the failure or refusal of potential customers to enter into license agreements with Dolby in the future could harm our sales.

We
sell our DTS Technology-based products under a non-exclusive license from DTS Technology LLC to sell products that incorporate the DTS algorithm. We are not required to
pay royalties to DTS Technology under this agreement. Our customers enter into license agreements directly with DTS, pursuant to which they pay royalties to DTS. Under our agreement with DTS, we may
sell our

16

---

DTS-based
products only to customers who are licensees of DTS. The failure or refusal of potential customers to enter into license agreements with DTS in the future could harm our sales.

Backlog

Sales of our products are made pursuant to firm purchase orders. However, sometimes we allow customers to cancel or reschedule deliveries. In addition, purchase
orders are subject to price renegotiations and to changes in quantities of products ordered as a result of changes in customers' requirements and manufacturing availability. Our ability to order
products can carry lead times of between four and 16 weeks; however, most of our business is characterized by short lead times and quick delivery schedules. As a result of these factors, we do not
believe that backlog at any given time is a meaningful indicator of future sales.

Manufacturing

We contract our wafer fabrication, assembly and testing to independent foundries and contractors, which enables us to focus on our design strengths, minimize
fixed costs and capital expenditures and gain access to advanced manufacturing facilities. Our engineers work closely with our foundry partners and subcontractors to increase yields, lower
manufacturing costs and assure quality.

Our
primary foundry is Taiwan Semiconductor Manufacturing Company, or TSMC, which has manufactured integrated circuits for us since 1987. TSMC is currently manufacturing our DVD, audio,
JPEG, DTV, imaging and some of our digital camera products. Hyundai and Fujitsu manufacture our USB multimedia controller chips. Our independent foundries fabricate products for other companies and
may also produce products of their own design.

All
of our devices are currently fabricated using standard complementary metal oxide semiconductor process technology with 0.13 micron to 0.8 micron feature sizes. Most of our
semiconductor products are currently being assembled by one of five independent contractors and tested by those contractors or other independent contractors.

We
currently purchase products from all of our foundries under individually negotiated purchase orders. We do not currently have a long-term supply contract with TSMC, and
therefore TSMC is not obligated to manufacture products for us for any specific period, in any specific quantity or at any specified price, except as may be provided in a particular purchase order.

Competition

Our existing and potential competitors include many large domestic and international companies that have substantially greater resources in the following areas:



Some
of these competitors also have broader product lines and longer standing relationships with customers than we do. Some of our principal competitors maintain their own semiconductor
foundries and may therefore benefit from capacity, cost and technical advantages. ALi Corporation, Cheertek, Cirrus Logic, ESS, LSI Logic, Matsushita, MediaTek, National Semiconductor, Sony,
STMicroelectronics, Sunplus and Texas Instruments have introduced integrated audio and video devices for DVD applications. In the markets for JPEG-based products for use in digital
cameras, our principal competitors are in-house solutions developed and used by major Japanese OEMs, as well as products

17

---

sold
by Atmel, Omnivision, Sunplus and Texas Instruments. Micron is providing CMOS sensor products. In the market for JPEG-based products for desktop video editing applications, our
principal competitors are Divio and Sunplus. Cirrus Logic (Crystal Semiconductor), Fujitsu, Motorola, STMicroelectronics and Yamaha are currently shipping Dolby Digital-based audio compression
products. Our principal competitors for digital semiconductor devices in the digital television market include ATI Technologies, Broadcom, Conexant and ST Microelectronics. Others who have also
participated in this market are Fujitsu, IBM, LSI and Texas Instruments. Our principal competitors in the digital office market include Adobe Systems, Agilent, Electronics for Imaging, Inc.,
Oasis Semiconductor, Peerless Systems, TAK ASIC, and in-house, captive suppliers.

We
believe that our ability to compete successfully in the rapidly evolving markets for high performance audio, video and imaging technology depends on a number of factors, including the
following:



The
markets in which we compete are intensely competitive and are characterized by rapid technological change, declining average unit selling prices and rapid product obsolescence. We
expect competition to increase in the future from existing competitors and from other companies that may enter our existing or future markets with solutions which may be less costly or provide higher
performance or more desirable features than our products.

The
DVD market is growing, and additional competitors are expected to enter the market for integrated circuits used in DVD players and DVD recorders. We believe that several large
consumer electronics companies headquartered in Asia may be planning to enter this market and may attempt to develop MPEG hardware or software to compete with our products. Some of these potential
competitors may develop captive implementations for use only with their own PC, commercial or consumer electronics products. This increased competition may result in price reductions, reduced profit
margins and loss of market share.

Historically,
average unit selling prices in the semiconductor industry in general, and for our products in particular, have decreased over the life of a particular product. We expect
that the average unit selling prices of our products will continue to be subject to significant pricing pressures. In order to offset expected declines in the average unit selling prices of our
products, we will need to continually reduce the cost of our products and to continue and integrate additional functions into our ICs. We intend to accomplish this by implementing design changes that
integrate additional functionality, lower the cost of manufacture, assembly and testing, by negotiating reduced charges by our foundries as and if volumes increase, and by successfully managing our
manufacturing and subcontracting relationships. Since we do not operate our own manufacturing, assembly or testing facilities, we may not be able to reduce our costs as rapidly as companies that
operate their own facilities. If we fail to introduce lower cost versions of our products in a timely manner or to successfully manage our manufacturing, assembly and testing relationships, our
business would be harmed.

Proprietary Rights and Licenses

Our ability to compete successfully is dependent in part upon our ability to protect our proprietary technology and information. Although we rely on a combination
of patents, copyrights, trademarks,

18

---

trade
secret laws and licensing arrangements to protect some of our intellectual property, we believe that factors such as the technological and creative skills of our personnel and the success of our
ongoing product development efforts are more important in maintaining our competitive position. We generally enter into confidentiality or license agreements with our employees, resellers, customers
and potential customers and limits access to our proprietary information. We currently hold more than 200 U.S. patents, and have additional patent applications pending. Our intellectual property
rights, if challenged, may not be upheld as valid, may not be adequate to prevent misappropriation of our technology or may not prevent the development of competitive products. Additionally, we may
not be able to obtain patents or other intellectual property protection in the future. In particular, the existence of several consortiums that license patents relating to the MPEG standard has
created uncertainty with respect to the use and enforceability of patents implementing that standard. Furthermore, the laws of certain foreign countries in which our products are or may be developed,
manufactured or sold, including various countries in Asia, may not protect our products or intellectual property rights to the same extent as do the laws of the United States and thus make the
possibility of piracy of our technology and products more likely in these countries.

We
sell our Dolby Digital-based products under a perpetual non-exclusive license from Dolby which permits us to incorporate the Dolby Digital algorithm into our products. Our
customers enter into license agreements with Dolby pursuant to which they pay royalties directly to Dolby. Under our agreement with Dolby, we may sell our Dolby Digital-based products only to
customers who are licensees of Dolby. To date, most potential customers for our Dolby Digital-based products are licensees of Dolby. However, the failure or refusal of potential customers to enter
into license agreements with Dolby in the future could harm our business. We sell our DTS Technology-based products under a non-exclusive license from DTS Technology LLC to sell products
that incorporate the DTS algorithm. We are not required to pay royalties to DTS under this agreement. Our customers enter into license agreements directly with DTS, pursuant to which they pay
royalties to DTS. Under our agreement with DTS, we may sell our DTS-based products only to customers who are licensees of DTS. The failure or refusal of potential customers to enter into
license agreements with Dolby in the future could harm our sales.

The
semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights, which have resulted in significant and often protracted and expensive
litigation. We or our foundries from time to time are notified of claims that we may be infringing patents or other intellectual property rights owned by third parties. We have been subject to
intellectual property claims and litigation in the past, and we and our Oak subsidiary are currently engaged in such litigation. See Item 3Legal Proceedings. We may be subject to
additional claims and litigation in the future. In particular, given the uncertainty discussed above regarding patents relating to the MPEG standard, it is difficult for us to assess the possibility
that our activities in the MPEG field may give rise
to future patent infringement claims. Litigation by or against us relating to patent infringement or other intellectual property matters could result in significant expense to us and divert the
efforts of our technical and management personnel, whether or not such litigation results in a determination favorable to us. In the event of an adverse result in any such litigation, we could be
required to pay substantial damages, cease the manufacture, use and sale of infringing products, expend significant resources to develop non-infringing technology, discontinue the use of
certain processes or obtain licenses to the infringing technology. Licenses may not be offered or the terms of any offered licenses may not be acceptable to us. If we fail to obtain a license from a
third party for technology that it uses, we could incur substantial liabilities and be forced to suspend the manufacture of products, or the use by our foundries of certain processes.

Employees

As of December 31, 2003, we had 725 full-time and 85 part-time and contract employees, including 333 full-time and 72
part-time and contract employees primarily involved in research and development

19

---

activities,
283 in marketing and sales, 77 in finance, human resources, information systems, legal and administration, and 32 in manufacturing control and quality assurance. We have 180
full-time employees and 40 part-time and contract employees based in Israel, including 184 employees who are primarily involved in engineering and research and development. We
have 197 full time employees at our facilities in Sunnyvale, California, 141 employees at our facility in Woburn Massachusetts, and 109 employees at our facilities in Shenzhen and Shanghai, China. The
remaining employees are located in our international offices in Canada, Germany, England, Hong Kong, Japan, Korea and Taiwan. We believe that our future success will depend in large part on its
ability to attract and retain highly-skilled, engineering, managerial, sales and marketing personnel. Competition for such personnel is intense. Our employees are not represented by any collective
bargaining unit, and we have never experienced a work stoppage. We believe that our employee relations are good.

Item 2Properties

Our executive offices and principal marketing, sales and product development operations are located in approximately 89,000 square feet of leased space in
Sunnyvale, California, under a lease that expires in November 2006. A significant portion of our research and development and engineering facilities and our administration, marketing and sales
operations are located in approximately 27,000 square feet of leased space in an industrial park in Haifa, Israel under a lease expiring in 2005. We lease facilities, primarily for sales, product
development, and technical support, in Woburn, Massachusetts; Phoenix, Arizona; Manchester, England; Dortmund, Germany; Tokyo, Japan; Seoul, Korea; Taipei, Taiwan;
Shenzhen, China; Shanghai, China; and Hong Kong. We also own a portion of a building in Taipei, Taiwan. We believe that our current facilities are adequate for our needs for the foreseeable future and
that, should it be needed, suitable additional space in each of the locations in which we operate will be available to accommodate expansion of our operations on commercially reasonable terms.

Item 3Legal Proceedings

We and our Oak subsidiary have initiated two legal actions against MediaTek, Inc. and customers of MediaTek alleging that products incorporating certain
MediaTek components infringe three patents co-owned by Zoran and Oak relating to optical drive controller design and integrated DVD/CD controller design.

On
March 11, 2004, Zoran and Oak filed a complaint with the United States International Trade Commission alleging that certain MediaTek DVD player and optical disk controller
chips and chipsets, and products in which they are used, infringe Zoran's and Oak's patents. In addition to MediaTek, the complaint names 10 other proposed defendants that sell products, including DVD
players and PC optical storage devices that use MediaTek's chips and chipsets. The other proposed defendants are ASUSTek Computer, Inc., Creative Labs, Inc., Creative
Technology, Ltd., Jiangsu Shinco Electronic Group Co., Ltd., LITE-ON Information Technology Corporation, Mintek Digital, Shinco International AV Co., Ltd., TEAC
Corporation, TEAC America, Inc, and Terapin Technology Corporation. The complaint requests that the ITC institute an immediate investigation of the accused products and issue exclusion and cease and
desist orders prohibiting the importation into the United States of the infringing MediaTek devices and products that contain them. We expect the ITC to determine whether to institute the proceeding
in approximately 30 days.

On
March 15, 2004, Zoran and Oak filed a complaint against MediaTek and Mintek Digital in the United States District Court, Central District of California alleging similar facts
regarding infringement by MediaTek's chips and chipsets and products in which they are used. The lawsuit seeks both monetary damages and an injunction to stop the importation and sale of infringing
products.

20

---

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

We did not submit any matters to a vote of our security holders during the fourth quarter of the year ended December 31, 2003.

Executive Officers

The names of our executive officers and their ages as of December 31, 2003 are as follows:

|NAME                 |  | AGE |  | POSITION                                                  
|-------------------- |  | --- |  | ----------------------------------------------------------
|Levy Gerzberg, Ph.D  |  | 59  |  | President, Chief Executive Officer and Director           
|Camillo Martino      |  | 42  |  | Executive Vice President and Chief Operating Officer      
|Isaac Shenberg, Ph.D |  | 52  |  | Senior Vice President, Business and Strategic Development 
|Karl Schneider       |  | 49  |  | Senior Vice President, Finance and Chief Financial Officer

Levy Gerzbergwas a co-founder of Zoran in 1981 and has served as our President and Chief Executive Officer since
December 1988 and as a director since 1981. Dr. Gerzberg also served as our President from 1981 to 1984 and as our Executive Vice President and Chief Technical Officer from 1985 to 1988.
Prior to co-founding Zoran, Dr. Gerzberg was Associate Director of Stanford University's Electronics Laboratory. Dr. Gerzberg holds a Ph.D. in Electrical Engineering from
Stanford University and an M.S. in Medical Electronics and a B.S. in Electrical Engineering from the Technion-Israel Institute of Technology in Haifa, Israel.

Camillo Martinojoined Zoran as Executive Vice President and Chief Operating Officer in August 2001. From January 2001
through July 2001, Mr. Martino served as Chief Executive Officer of Merinta Inc., a subsidiary of Boundless Corporation, engaged in the business of delivering integrated
Linux-based internet appliance solutions to network operators. From May 2000 to December 2000, Mr. Martino served as Marketing Director for National Semiconductor. From
February 2000 to May 2000, he served as Vice President & General ManagerInternational Operations for Netpliance Inc., an internet appliance company. From
January 1997 through February 2000, Mr. Martino served in various director of business unit management positions for National Semiconductor. Mr. Martino holds a M.S. in
Digital Communications from Monash University, and a B.App.Sc. in Electrical Engineering from the University of Melbourne.

Isaac Shenberghas served as Senior Vice President, Business and Strategic Development since October 1998 and as Vice President,
Sales and Marketing of Zoran from January 1995 through October 1998. From August 1990 to January 1995, Dr. Shenberg served as our Product Line Business Manager.
Prior to joining Zoran, Dr. Shenberg was Images Processing Group manager and Electro Optics Department manager at Rafael, a leading Aerospace provider in Israel. Dr. Shenberg holds a Ph.D. in
Electrical Engineering from Stanford University and a B.S. and M.S. in Electrical Engineering from the Technion.

Karl Schneiderjoined Zoran as Corporate Controller in January 1998 and was elected Vice President, Finance and Chief Financial
Officer in July 1998 and as Senior Vice President, Finance and Chief Financial Officer in July 2003. From September 1996 through 1997, Mr. Schneider served as Controller
for the Film Measurement and Robotics and Integrated Technologies divisions of KLA-Tencor, a semiconductor equipment company. Mr. Schneider served as the Corporate Controller for
SCM Microsystems, Inc. from October 1995 to September 1996, Controller for Reply Corporation from January 1994 to September 1995, Director of Finance for Digital F/X
from October 1992 to January 1994 and Controller for Flextronics from September 1987 through June 1991. Mr. Schneider holds a B.S. in Business Administration from
San Diego State University.

21

---



PART II

Item 5Market for Registrant's Common Stock and Related Stockholder Matters

We effected our initial public offering of our common stock on December 15, 1995. Since that date, our common stock has been quoted on the Nasdaq National
Market under the symbol "ZRAN." The following table sets forth the high and low closing sales price of our common stock as reported on The Nasdaq National Market for the periods indicated, as adjusted
to reflect a three-for-two stock split in May 2002:

High

Low2002First Quarter

$
29.39

$
18.87Second Quarter

$
31.81

$
19.00Third Quarter

$
20.99

$
10.54Fourth Quarter

$
23.51

$
9.112003First Quarter

$
17.47

$
10.85Second Quarter

$
20.74

$
12.65Third Quarter

$
27.28

$
19.57Fourth Quarter

$
20.94

$
15.26


As
of December 31, 2003, there were 339 holders of record of our common stock.

We
have never paid cash dividends on our capital stock. It is our present policy to retain earnings to finance the growth and development of our business and, therefore, we do not
anticipate paying any cash dividends in the foreseeable future.

22

---

Item 6Selected Financial Data

The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and the notes thereto included
elsewhere herein.

|                                                  |  | Year Ended December 31,
|------------------------------------------------- |  | -----------------------
|
|
|STATEMENT OF OPERATIONS DATA:                     |  |                        
|Total revenues                                    |  | $                      
|Gross profit                                      |  |                        
|Operating income (loss)                           |  |                        
|Net income (loss)                                 |  |                        
|Diluted net income (loss) per share (1)           |  | $                      
|Shares used in diluted per share calculations (1) |  |                        



|                                                  |  | As of December 31, |         
|------------------------------------------------- |  | ------------------ | --------
|
|
|BALANCE SHEET DATA:                               |  |                    |         
|Cash, cash equivalents and short-term investments |  | $                  | 126,366 
|Working capital                                   |  |                    | 146,326 
|Total assets                                      |  |                    | 617,862 
|Accumulated deficit                               |  |                    | (156,470
|Total stockholders' equity                        |  | $                  | 534,279 

---

23

---

Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Prior to our acquisition of Oak Technology, Inc. in August 2003, our products consisted of integrated circuits and related products used primarily in
digital versatile disc players, or DVDs, DVD recorders, movie and home theater systems, digital cameras and video editing systems. As a result of the acquisition of Oak, we also provide integrated
circuits, software and platforms for digital television applications that enable the delivery and display of digital video content through a set-top box or television as well as digital imaging
products consisting of semiconductor hardware and software that enable users to print, scan, process and transmit documents to computer peripherals that perform printing functions.

We
derive most of our revenues from the sale of our integrated circuit products. Historically, average selling prices in the semiconductor industry in general, and for our products in
particular, have decreased over the life of a particular product. Average selling prices for our hardware products have fluctuated substantially from period to period, primarily as a result of changes
in our customer mix of original equipment manufacturer, or OEM, sales versus sales to resellers and the transition from low-volume to high-volume production. In the past, we
have periodically reduced the prices of some of our products in order to better penetrate the consumer market. We believe that, as our product lines continue to mature and competitive markets evolve,
we are likely to
experience further declines in the average selling prices of our products, although we cannot predict the timing and amount of such future changes with any certainty.

Our
cost of product revenues consist primarily of fabrication costs, assembly and test costs, and the cost of materials and overhead from operations. If we are unable to reduce our cost
of product revenues to offset anticipated decreases in average selling prices, our product gross margins will decrease. Our product gross margin is also dependent on product mix and on the percentage
of products sold directly to our OEM customers versus indirectly through our marketing and distribution partners who purchase our products at lower prices but absorb most of the associated marketing
and sales support expenses, maintain inventories and provide customer support and training. Our nine resellers including Fujifilm collectively accounted for 35% of total revenues in 2003. Lower gross
margins on sales to resellers are partially offset by reduced selling and marketing expenses related to such sales. Product sales in Japan are primarily made through Fujifilm, our strategic partner
and reseller in Japan. Fujifilm provides more sales and marketing support than our other resellers. We expect both product and customer mix to continue to fluctuate in future periods, causing further
fluctuations in margins.

We
also derive revenue from licensing our software and other intellectual property. Licensing revenue includes one-time license fees and royalties based on the number of
units distributed by the licensee. In addition, we have historically generated a percentage of our total revenues from development contracts, primarily with key customers. However, development revenue
has declined substantially as a percentage of total revenues over the past several years. Our key customers have periodically provided us with partial funding for the development of some of our
products. These development contracts provide for license and milestone payments which are recorded as development revenue. We classify all development costs, including costs related to these
development contracts, as research and development expenses. We retain ownership of the intellectual property developed by us under these development contracts. While we intend to continue to enter
into development contracts with certain strategic partners, we expect development revenue to continue to decline as a percentage of total revenues.

Our
research and development expenses consist of salaries and related costs of employees engaged in research, design and development activities and costs of engineering materials and
supplies. We are

24

---

also
a party to research and development agreements with the Chief Scientist in Israel's Ministry of Industry and Trade and the Israel-United States Binational Industrial Research and Development
Foundation, which fund up to 50% of incurred project costs for approved products up to specified contract maximums. These agreements require us to use our best efforts to achieve specified results. In
some cases, to the extent it is practicable, we are required to manufacture a portion of the manufacturing volume in Israel. The grants also require us to pay royalties at rates of 3% to 5% of
resulting product sales, and up to 30% of resulting license revenues, up to a maximum of 100% to 150% of the total funding received. Reported research and development expenses are net of these grants,
which fluctuate from period to period. We believe that significant investments in research and development are required for us to remain competitive, and we expect to continue to devote significant
resources to product development, although such expenses as a percentage of total revenues may fluctuate.

Our
selling, general and administrative expenses consist primarily of employee-related expenses, royalties, sales commissions, product promotion and other professional services. We
expect that selling, general and administrative expenses will continue to increase to support our anticipated growth.

We
conduct a material amount of our research and development and certain sales and marketing and administrative operations in Israel through our wholly-owned Israeli subsidiary. As a
result, some of our expenses are incurred in New Israeli Shekels. To date, substantially all of our product sales and our development and licensing revenue have been denominated in U.S. dollars and
most costs of product sales have been incurred in U.S. dollars. We expect that most of our sales and costs of sales will continue to be denominated and incurred in U.S. dollars for the foreseeable
future. We have not experienced material losses or gains as a result of currency exchange rate fluctuations and have not engaged in hedging transactions to reduce our exposure to such fluctuations. We
may in the future elect to take action to reduce our foreign exchange risk.

Our
effective income tax rate has benefited from the availability of net operating losses which we have utilized to reduce taxable income for U.S. federal income tax purposes and by our
Israeli subsidiary's status as an "Approved Enterprise" under Israeli law, which provides a ten-year tax holiday for income attributable to a portion of our operations in Israel. Our U.S.
federal net operating losses expire at various times between 2004 and 2020, and the benefits from our subsidiary's Approved Enterprise status expire at various times beginning in 2003.

On
May 22, 2002, we effected a three-for-two split of our common stock in the form of a fifty percent stock dividend, paid to stockholders of record on
May 7, 2002. All share and per share information for all periods presented in this report are on a post-split basis.

Statement Regarding Use of Non-GAAP Financial Measures

In addition to reporting financial results in accordance with generally accepted principles, or GAAP, we include non-GAAP financial results in our earnings press
releases and presentations to investors. Our non-GAAP net income and earnings per share presentations generally exclude acquisition related charges, such as acquired in-process research and
development and amortization of goodwill and other intangibles, and certain other charges that are non recurring and in management's view not indicative of ongoing operating cash flows, as well as the
tax effects of these items. Our management believes these non-GAAP measures are useful to investors because they provide supplemental information that facilitates comparisons to prior periods.
Management uses these non-GAAP measures to evaluate its financial results, develop budgets and manage expenditures. These non-GAAP measures may differ from the non-GAAP measures used by other
companies and should not be regarded as a replacement for corresponding GAAP measures.

25

---

Recent Developments

On August 11, 2003, we completed our acquisition of Oak Technology, Inc., or Oak, through a merger with a wholly-owned subsidiary of Zoran. The acquisition
was accounted for under the purchase method of accounting.

Following
the completion of the acquisition, the results of operations of Oak have been included in our consolidated financial statements. Accordingly, our results of operations for the
year ended December 31, 2003 reflect Oak's operations since August 12, 2003, while our results of operations for the year ended December 31, 2002 and 2001 reflect only Zoran's
historical operations.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including bad
debt, inventories, investments, intangible assets and income taxes. We base these estimates on historical experience and on various
other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We
believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:



26

---



27

---



Results of Operations

The following table sets forth certain consolidated statement of operations data as a percentage of total revenues for the periods indicated and percentage
changes from period to period:

|                                  |                                                |                         |                          |      |       |       |       | Percentage change |      
|--------------------------------- | ---------------------------------------------- | ----------------------- | ------------------------ | ---- | ----- | ----- | ----- | ----------------- | -----
|
|
|
|Revenues:                         |                                                |                         |                          |      |       |       |       |                   |      
|                                  |                                                | DVD products            |                          | 69.2 | %     | 84.1  | %     | 85.2              | %    
|                                  |                                                | DTV products            |                          | 5.9  | %     |      |       |                  |      
|                                  |                                                | Digital camera products |                          | 13.4 | %     | 10.7  | %     | 7.7               | %    
|                                  |                                                | Imaging products        |                          | 4.0  | %     |      |       |                  |      
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|                                  | Total product revenues                         |                         | 92.5                     | %    | 94.8  | %     | 92.9  | %                 | 41.7 
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|                                  |                                                | Imaging Software        |                          | 2.8  | %     |      |       |                  |      
|                                  |                                                | Licensing               |                          | 3.8  | %     | 4.2   | %     | 2.3               | %    
|                                  |                                                | Development and other   |                          | 0.9  | %     | 1.0   | %     | 4.9               | %    
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|                                  | Total software, licensing and development      |                         | 7.5                      | %    | 5.2   | %     | 7.2   | %                 | 108.8
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|                                  |                                                |                         | Total revenues           |      | 100.0 | %     | 100.0 | %                 | 100.0
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|Cost and expenses:                |                                                |                         |                          |      |       |       |       |                   |      
|                                  | Cost of Product Sales                          |                         | 60.5                     | %    | 58.3  | %     | 60.1  | %                 | 50.8 
|                                  | Research and development                       |                         | 18.7                     | %    | 14.8  | %     | 21.5  | %                 | 83.0 
|                                  | Selling and administrative                     |                         | 19.3                     | %    | 16.7  | %     | 19.8  | %                 | 68.0 
|                                  | Amortization of goodwill and intangible assets |                         | 8.8                      | %    | 5.6   | %     | 40.1  | %                 | 132.5
|                                  | Deferred stock compensation                    |                         | 2.9                      | %    |      |       |      |                   | *    
|                                  | In-process research and development            |                         | 23.1                     | %    |      |       |      |                   | *    
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|                                  |                                                |                         | Total costs and expenses |      | 133.2 | %     | 95.4  | %                 | 141.6
|Operating income (loss)           |                                                | (33.3                   | )%                       | 4.6  | %     | -41.6 | %     | *                 |      
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|Interest income                   |                                                | 2.5                     | %                        | 4.7  | %     | 9.2   | %     | (23.6             | )%   
|Other income (loss), net          |                                                |                        |                          | (4.4 | )%    | 0.1   | %     | *                 |      
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|Income (loss) before income taxes |                                                | (30.8                   | )%                       | 4.9  | %     | (32.3 | )%    | *                 |      
|Provision for income taxes        |                                                | 0.6                     | %                        | 1.1  | %     | 1.2   | %     | *                 |      
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|Net income (loss)                 |                                                | (31.4                   | )%                       | 3.8  | %     | (33.5 | )%    | *                 |      
|                                  |                                                |                         |                          |      |       |       |       |                   |      
|Supplemental                      |                                                |                         |                          |      |       |       |       |                   |      
|                                  | Product gross margin                           |                         | 34.6                     | %    | 38.5  | %     | 35.3  | %                 | 27.2 
|                                  | Adjusted Operating Income                      |                         | 2.2                      | %    | 10.2  | %     | (1.5  | )%                | -69.3

---

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Revenues.Total revenues grew by 45.2% year over year. Revenue from our DTV and Imaging business segments acquired from Oak
represented approximately $29 million, or 13.4% of total revenues, in 2003. We currently expect that a full year contribution by these segments will account for 25% to 30% of total revenues in
2004. The Oak acquisition provided us with a substantially more diversified revenue base. In 2002, DVD product revenues comprised $125.4 million or 84% of our total revenues, whereas in the
fourth quarter of 2003, DVD product revenues represented $37 million or

28

---

56%
of total revenues. Similarly, digital camera product revenues represented 10.7% of 2002 revenues, whereas in the fourth quarter of 2003 digital camera revenues were $7.2 million or 10.8% of
total revenues.

Excluding
the effect of the Oak acquisition, total revenues grew by 25.8%. This increase was driven primarily by growth in DVD product revenues which were $149.7 million, or 69.2%
of total revenues, for 2003. This represented a year over year increase of 19.5%. DVD revenue growth was primarily attributable to revenues from our Vaddis 6 product which started ramping into
production volume in the first quarter of 2003 and had grown to 80% of the DVD product mix by the fourth quarter. Digital camera revenues which were $29 million, or 13.4% of total revenues, in
2003 grew by $13 million or 81.4%, primarily as a result of the continued success of the COACH 5 and 6 products. Revenues from licensing, development and other revenues represent
$16.3 million, or 7.5% of total revenues in 2003, compared to $7.8 million, or 5.2% of total revenues, in 2002. Part of this growth was generated by software revenues of
$6.0 million and IP licensing revenue of $1.5 million related to the Oak acquisition. The remaining $8.8 million represented growth of approximately 13% which was attributable to
a higher level of IP licensing of Zoran patented core technology for television video processing. Software and development revenues are reported at 100% gross margins as any costs associated with
these revenue streams have alternative uses and are therefore recorded in research and development expense.

Approximately
89% of our total revenues continue to be generated in Asia with the balance coming from the Americas and Europe. In the far east, China's share of total revenues increased
by 5%, from 31% to 36%, while Japan's share declined by 19%, from 42% to 23%. In large part, this decline is a function of Japanese customers shifting their manufacturing to less expensive
subcontractors in China which is common in the consumer electronics industry. In addition, the relative decline in revenues from Japan was influenced by a relative increase in Korea's share of
revenues from 10% to 19%. Revenues from Taiwan were consistent with the previous year at 11% of total revenues and revenues from the rest of world grew by 4%, from 7% to 11%, due to increased sales in
Germany and Turkey. Post acquisition, we expect the proportional share of the rest of world revenues will increase by approximately 4% due to the Imaging business in the United States as well as
slight increases in business in Japan. These slight increases are expected to come from the Imaging and high definition television businesses. Geographic mix fluctuates somewhat throughout the year
depending on the business cycle of the various markets associated with each line of business.

Product Gross Margin.On the whole, blended product gross margins declined in 2003 by approximately 3.9% from 38.5% to 34.6%.
This decline was the result of erosion of the average selling prices, or ASPs, of our DVD products, partially offset by margin expansion in our digital camera product line and the addition of the Oak
business lines for part of the year.

Despite
a 19.5% growth in year-over-year revenues, our DVD product gross margins, both in aggregate dollars and as a percentage of revenues, declined by
approximately 10%. We shipped more than 24 million DVD decoders which represented significant unit growth. However, the decline in DVD gross margins was driven primarily by ASP erosion which
has been a distinguishing characteristic of this very competitive market over the last several years. The decline in ASPs was partially offset by cost reductions, as well as greater dollar content per
unit shipped via new products with higher prices based on additional integrated features. Due to the introduction of five new or improved products in 2004, we currently expect that gross margins will
improve during the year. Some of these new products have lower costs and better margins, and others have new features like MPEG 4 compatibility or HDMI /scalar connectivity. Within the DVD segment, we
expect gross margins in the mid- to high-20% range. In addition, we will be ramping into production with new DVD recorder products throughout the year which generally carry higher gross margins, in
the mid 40% range. As these new products represent an increasingly larger percentage of the DVD product mix, we expect blended DVD gross margins to increase.

29

---

Although
gross margins for our digital camera products were dampened somewhat, the segment still experienced an improvement in gross margins as a percentage of revenue over the past year
by approximately 20 percentage points. This was due in part to the relative mix of digital camera as opposed to CMOS sensor business. Within the Digital Camera segment we currently expect gross
margins to be in the historical range of mid-40's to low 50's in 2004.

We
believe that the product gross margins of the imaging and DTV businesses acquired from Oak will add to the overall blended product gross margin producing a company-wide product gross
margin consistent with our historical mid- to high-30% range. We currently believe that total product gross margins will improve throughout 2004, due to the introduction of new products in the DVD
business as well as expansion of other higher gross margin products like imaging, digital cameras and DVD recorders.

Research and Development.Research and development ("R&D") expenses increased to $40.4 million in 2003 from
$22.1 million in 2002. This increase was driven almost entirely by the merger with Oak including it's investment in the emerging DTV business. With only 3% of this net increase related to the
legacy Zoran business, legacy R&D spending remained relatively flat in terms of absolute spending. Actual Increases in R&D expenses were offset in part by $2.5 million of research grants
received from the Chief Scientist in Israel which is recorded as an offset to R&D expense. These grants are provided by the Israeli government to fund specific R&D projects. The company is not
obligated to repay the grants; however, future royalties may be owed to the government if the R&D activities result in commercial product sales.

The
Company expects that R&D spending in 2004 will approximately double due primarily to the acquisition of Oak and some additional hiring through the course of the year. As a percentage
of revenues, R&D is expected to decline throughout the year as Revenues are anticipated to grow at a faster rate. We remain committed to enhancing our technology and development capabilities.

Selling, General and Administrative.Selling, general and administrative ("SG&A") expenses increased to $41.8 million
in 2003 from $24.8 million in 2001. About 60% of this increase was due to the acquisition of Oak, and about 40% was due to increases in our customer and application support in the Asia Pacific
region during 2003. A portion of the Oak spending was the result of non recurring acquisition related expense of $1.3 million related to previous acquisition obligations of Oak assumed by
Zoran. In general, these commitments were made to ensure the proper transfer of employee knowledge and intellectual property during the integration of the companies. As these charges are not part of
our normal operating compensation practices, they are highlighted here as nonrecurring. Absent the Oak acquisition, the SG&A spending level of the legacy Zoran business was consistent at approximately
17% of total revenues which was in line with the revenue growth.

Amortization of Intangible Assets.Amortization of Intangible assets increased from $8.2 million in 2002 to
$19.0 million in 2003. The amortization in 2002 related to intangible assets related to Zoran's acquisition of Nogatech and Pixelcam in 2000. The increase during 2003 is due to the amortization
of intangible assets acquired from Oak.

Deferred Stock Compensation.These amounts were recorded primarily as a result of the Oak acquisition and arise due to a
remeasurement of the intrinsic value of the assumed outstanding options of the target company at the date of the acquisition in accordance with purchase accounting and consistent with the multi-option
method described in FASB Interpretation 28. The fair value of the unvested options is then capitalized and amortized as deferred stock compensation expense over the remaining respective vesting
periods. This deferred stock compensation will continue to be amortized at a rate of $7.9 million in 2004, $3.8 million in 2005 and $1.2 million in 2006.

In-Process Research and Development.Approximately $50.1 million of the purchase price of Oak was
allocated to in-process research and development for five R&D projects in various product

30

---

divisions
which had not yet reached technological feasibility and had no alternative future use. Accordingly, this amount was immediately expensed upon the acquisition date. This amount was determined
using management's estimates including consultation with an independent appraiser. The value of in-process research and development was determined using the multi-period excess earnings
method by estimating the expected net cash flows from the projects once commercially viable and discounting the net cash flows back to their present value using a discount rate of 22%. This rate was
based on the industry segment for the technology, nature of the products to be developed, length of time to complete the project and overall maturity and history of the development team. The net cash
flows from the identified projects were based on estimates of revenue, cost of revenue, research and development expenses, selling general and administrative expenses, and applicable income taxes.
These estimates did not take into account any potential synergies that could be realized as a result of the acquisition. Revenues for the incremental core technologies developed are expected to
commence in the fourth quarter of 2005 and extend through 2011. Revenue projections were based on estimates of market size and growth, expected trends in technology and the expected timing of new
product introductions. We expect that the in-process technologies will be successfully completed by the second quarter of calendar 2005 with approximately $30.0 million in remaining
costs.

Operating Loss.The significant operating loss in 2003 ($72.0 million) was driven primarily by a $50.1 million
charge for in-process research and development expense. Excluding acquisition-related expenses including amortization of intangible assets ($19 million), deferred stock based
compensation ($6.3 million), other non recurring acquisition related expenses ($1.3 million) (see SG&A discussion above), and in-process research and development
($50.1 million), our operating income would have been $4.7 million, or 2.2% of total revenues. This compares with an adjusted operating income of $15.3 million, or 10.2% of total
revenues, in 2002 after excluding charges related to the amortization of intangibles ($8.2 million), and deferred stock compensation ($0.3 million).

The
decrease in operating income is due in large part to the acquisition of Oak Technology and the negative operating contribution ($9.9 million) being made by the DTV segment
which is in the early stages of commercial sales and the temporary operating losses (see below) of the Imaging division ($3.0 million) which further added to the operating loss. Within the
legacy Zoran business, the decline in DVD gross margins was partly offset by improved efficiencies in operating expenses and the $2.5 million in Research and Development grants from the Chief
Scientist in Israel.

We
expect operating margins to improve in 2004 due primarily to one time increases in royalty income generated from Oak's Imaging business. Royalty revenues are recognized on a one
quarter lag. Accordingly, approximately $7.5 million in royalties were earned by Oak prior to the acquisition and therefore not recognized as revenue in the post-acquisition period.
This created a temporary post-acquisition void in the Imaging revenue stream of approximately $3.5 million per quarter. Starting in the first quarter of 2004, that void will have been absorbed
in previous periods and all royalties relating to the imaging business will be recognized as income on a one quarter lag.

Interest Income.Interest income decreased by $1.7 million to $5.4 million in 2003 compared to
$7.1 million in 2002. The reduction was due to a decline in market interest rates and lower average cash balances due to the use of cash in the Oak acquisition in August.

Provision for Income Taxes.Excluding charges related to the amortization of goodwill and the write-off of
acquired in-process research and development, our estimated effective tax rate was 10% for 2003 unchanged from 2002. We currently anticipate that our effective tax rate will increase to
15% in 2004.

31

---

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenues.Total revenues increased by 38.4% to $149.1 million in 2002 from $107.7 million in 2001. Product
sales increased by 41.3% to $141.3 million in 2002 from $100.0 million in 2001. The increase in product sales resulted primarily from a $38.9 million increase in sales of DVD
products and a $7.7 million increase in sales of digital camera products. The increased product sales for both product lines were due to increased unit shipments, partially offset by lower
average selling prices. Offsetting these increases somewhat was a $6.0 million decrease in sales of PC video products due to lower unit shipments. Software, licensing and development revenues
increased slightly to $7.8 million in 2002 from $7.7 million in 2001.

Product Gross Margin.Product gross margin increased to 38.5% in 2002 compared to 35.3% in 2001. The increase was due to
margin improvements in our DVD product line resulting from a shift in product mix to a higher percentage of newer, more cost effective DVD products that are not required to be sold in combination with
DVD CPU companion chips which, historically, were sold at low margins.

Research and Development.Research and development ("R&D") expenses decreased by 4.9% to $22.1 million in 2002 from
$23.2 million in 2001. Gross R&D expenses decreased primarily as a result of the timing of major project expenses such as tape-outs. R&D expenses in 2002 and 2001 did not include
any reimbursements from the Chief Scientist. R&D expenses decreased as a percentage of total revenues to 14.8% in 2002, compared to 21.5% in 2001 due to the increase in revenue.

Selling, General and Administrative.Selling, general and administrative ("SG&A") expenses increased by 16.5% to
$24.9 million in 2002 from $21.3 million in 2001. The increase was primarily due to $2.1 million of increased marketing and application expenses to support planned revenue growth
in our Asia Pacific markets and $1.5 million of increased product marketing expenses related to our digital camera products.

Amortization of Intangible Assets.During 2002, we recorded $7.6 million and $567,000 in charges related to the
amortization of intangible assets associated with our acquisitions of Nogatech and PixelCam, respectively. During 2001, we recorded $8.6 million and $567,000 in such charges for Nogatech and
PixelCam, respectively. See Note 6 of Notes to Consolidated Financial Statements.

Amortization of Goodwill and Write-off of Acquired In-process Research and Development.Based on the
adoption of Financial Accounting Standards Board (FASB) Statements Nos. 141 and 142, "Business Combinations" and "Goodwill and Other Intangible Assets" ("SFAS 141" and "SFAS 142"), we
did not record charges for the amortization of goodwill during 2002. For 2001, we recorded $33.5 million in goodwill amortization associated with our acquisitions of PixelCam and Nogatech in
2000. SFAS 142 changed the accounting for goodwill from an amortization method to an impairment-only approach. Under SFAS 142, goodwill will be tested annually and whenever
events or circumstances occur indicating that goodwill might be impaired. During 2002, we conducted our annual impairment assessment based on our structure as a single reporting unit and determined
that no impairment exists.

The
in-process research and development project acquired from Nogatech relates to MPEG 4 technology to be used in video streaming applications. Our marketing plan at the time
of the acquisition indicated that the market that we serve would demand products incorporating this technology beginning in the 2002 to 2003 timeframe. Due to changes in market demand and delays in
development we will begin shipping a portion of this technology integrated into COACH products that will ship toward the end of 2004. The delay in the project will shift projected cash flows out by
approximately one to two years. We estimate that this project will take approximately one year to complete and will cost approximately $1 million. Completion of this project remains a
significant risk to the Company due to the remaining effort to achieve technical feasibility, rapidly changing customer

32

---

markets
and significant competitive threats from other companies. Failure to bring related products to market in a timely manner could adversely impact our future sales and profitability.
Additionally, the value of the intangible assets acquired may become impaired.

Interest Income.Interest income decreased by $2.8 million to $7.1 million in 2002 compared to
$9.9 million in 2001. The reduction was due to a decline in market interest rates.

Other Income (Loss).In 2002, we incurred other losses of $6.6 million primarily associated with non-cash
impairment charges of $6.0 million and the conversion of equity securities in conjunction with the acquisition of an investee of $696,000. In 2001, we recorded other income of $151,000
primarily associated with foreign exchange gains net of losses. During 2002, we recorded a non-cash impairment charge of $3.6 million associated with marketable equity securities
that were considered to be other than temporarily impaired. In determining whether an investment is other than temporarily impaired we consider, among other things, the duration and extent to which
the market value has declined relative to our cost basis, the economic factors influencing the markets, the relative performance of the investee and its near-term prospects. There were no
such impairment charges for marketable equity securities in 2001. Also in 2002, we recorded a non-cash impairment charge of $2.4 million associated with non-marketable
securities. We review our non-marketable investments for impairment when circumstances or events indicate that the carrying value of the investments may not be recoverable. When the fair
value of a non-marketable investment declines below its cost basis, we consider all available evidence to evaluate whether a decline in value has occurred. Among other things, we consider
the historical and projected financial performance and recent funding events which are ascertained from the investee. There were no such impairment charges in 2001. The non-cash loss of
$696,000 was associated with the acquisition by Roxio, Inc. of MGI Software Inc. As of the date of the acquisition, we held approximately 373,000 shares of MGI common stock. Upon
consummation of the acquisition, our MGI common stock was exchanged for 18,843 shares of Roxio common stock. In connection with the exchange, we recorded a realized loss of $696,000 and established a
new cost basis of our Roxio common stock equal to its fair value on the date of the exchange. See Note 5 of Notes to Consolidated Financial Statements.

Provision for Income Taxes.Excluding charges related to the amortization of goodwill and the write-off of
acquired in-process research and development, our estimated effective tax rate was 10% for 2003 and 2002 compared to 15% in 2001.

Liquidity and Capital Resources

At December 31, 2003, we had $48.0 million of cash and cash equivalents, $78.4 million of short-term investments and
$63.8 million of investments that have maturity dates that are beyond one year and therefore are classified as other assets. At December 31, 2003, we had $146.3 million of working
capital.

Our
operating activities provided cash of $8.8 million during 2003, primarily due to our $13.7 million of net income before non-cash related expenses including
amortization of intangibles and deferred stock compensation, in-process research and development and depreciation. The cash provided from operations was reduced by net changes in current
assets and liabilities of $5.6 million that was fueled primarily by the extension of additional credit in a very competitive market reflected by accounts receivable increasing to
110 days sales outstanding at December 31, 2003 from 85 days at the end of 2002. The increase in credit was offset by an increased deferral of payment to our vendors. The increase
in accounts receivable was also offset by receipt of $14.0 million from Sunplus in connection with Oak Technology's sale of its PC optical storage business to Sunplus. Prepaid assets also
increased by approximately $2.5 million due to grant receivables from the Chief Scientist in Israel and an increase of approximately $1 million in interest income receivable.

33

---

Cash
used in investing activities was $9.6 million during 2003, principally reflecting the purchase of short-term and long-term marketable investments, net
of proceeds from sales and maturities of $40.7 million offset by the use of $40.8 million in the Oak acquisition. In addition we spent $9.4 million for property and equipment
which is consistent with the level of spending previously.

Cash
provided by financing activities was $17.2 million during 2003 and primarily consisted of $19.9 million received from stock option exercises partially offset by
$2.7 million paid on an installment note related to a previous technology acquisition.

At
December 31, 2003 and 2002, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance
or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, we are not exposed
to the type of financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

The
following is a summary of fixed payments related to certain contractual obligations (in thousands):

|Contractual Obligation |       | Total |        | 2004   |   | 2005-
2006 |        | 2007-
2008 |        | After
2008
|---------------------- | ----- | ----- | ------ | ------ | - | ---------- | ------ | ---------- | ------ | ----------
|Operating leases       |       | $     | 24,625 |        | $ | 8,820      |        | $          | 14,206 |           
|Purchase obligations   |       | $     | 46,595 |        |   | 46,595     |        |            |       |           
|Debt obligation        |       |       | 4,000  |        |   | 4,000      |        |            |       |           
|                       |       |       |        |        |   |            |        |            |        |           
|                       | Total |       | $      | 75,220 |   | $          | 59,415 |            | $      | 14,206    
|                       |       |       |        |        |   |            |        |            |        |           

We
believe that our current balances of cash, cash equivalents and short-term investments, and anticipated cash flow from operations, will satisfy our anticipated working
capital and capital expenditure requirements at least through 2004. Nonetheless, our future capital requirements may vary materially from those now planned and will depend on many factors including,
but not limited to:



In
addition, we may require an increase in the level of working capital to accommodate planned growth, hiring and infrastructure needs. Additional capital may also be required for
consummation of any acquisitions of businesses, products or technologies.

34

---



To the extent that our existing resources and cash generated from operations, are insufficient to fund our future activities, we may need to raise additional funds through public or
private financings or borrowings. If additional funds are raised through the issuance of debt securities, these securities could have rights, preferences and privileges senior to holders of common
stock, and the terms of this debt could impose restrictions on our operations. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders. We
cannot be certain that additional financing will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain this additional financing, we may be required to reduce the
scope of our planned product development and sales and marketing efforts, which could harm our business, financial condition and operating results.

Future Performance and Risk Factors

Our future business, operating results and financial condition are subject to various risks and uncertainties, including those described below.

We are subject to a number of special risks as a result of our recent acquisition of Oak Technology, Inc.

On August 11, 2003, we completed the acquisition Oak, and as a result, we are subject to a number of risks and uncertainties, including the following:



Our quarterly revenues and operating results fluctuate due to a variety of factors, which may result in volatility or a decline in the prices of our stock.

Our historical operating results, and those of Oak, have varied significantly from quarter to quarter due to a number of factors, including:



35

---



We
expect that the operating results of the combined company will continue to fluctuate in the future as a result of these factors and a variety of other factors, including:



The
operating results of the combined company could also be harmed by:



These
factors are difficult or impossible to forecast. We place orders with independent foundries several months in advance of the scheduled delivery date, often in advance of receiving
non-cancelable orders from our customers. This limits our ability to react to fluctuations in demand for their products. If anticipated shipments in any quarter are canceled or do not
occur as quickly as expected, or if we fail to foresee a technology change that could render a product obsolete, expense and inventory levels could be disproportionately high. If anticipated license
revenues in any quarter are canceled or do not occur, gross margins may be reduced. A significant portion of our expenses are relatively fixed, and the timing of increases in expenses is based in
large part on our forecast of future revenues. As a result, if revenues do not meet our expectations, we may be unable to quickly adjust expenses to levels appropriate to actual revenues, which could
harm our operating results.

36

---

Product
supply and demand fluctuations common to the semiconductor industry are historically characterized by periods of manufacturing capacity shortages immediately followed by periods
of overcapacity, which are caused by the addition of manufacturing capacity in large increments. We cannot predict whether we will achieve timely, cost-effective access to that capacity
when needed, or if there will be a capacity shortage again in the future.

As
a result of these factors, our operating results may vary significantly from quarter to quarter. These fluctuations may be more pronounced in the future as a result of the challenges
we face in integrating the operations of Zoran and Oak. Any shortfall in revenues or net income from levels expected by the investment community could cause a decline in the trading price of our
stock.

Our customers experience fluctuating product cycles and seasonality, which causes their sales to fluctuate.

Because the markets that our customers serve are characterized by numerous new product introductions and rapid product enhancements, our operating results may
vary significantly from
quarter to quarter. During the final production of a mature product, our customers typically exhaust their existing inventory of our products. Consequently, orders for our products may decline in
those circumstances, even if the products are incorporated into both mature products and replacement products. A delay in a customer's transition to commercial production of a replacement product
would delay our ability to recover the lost sales from the discontinuation of the related mature product. Our customers also experience significant seasonality in the sales of their consumer products,
which affects their orders of our products. Typically, the second half of the calendar year represents a disproportionate percentage of sales for our customers due to the holiday shopping period for
consumer electronics products, and therefore, a disproportionate percentage of our sales. We expect these seasonal sales fluctuations to continue for the foreseeable future.

Product supply and demand in the semiconductor industry is subject to cyclical variations.

The semiconductor industry is subject to cyclical variations in product supply and demand. Downturns in the industry often occur in connection with, or
anticipation of, maturing product cycles for both semiconductor companies and their customers and declines in general economic conditions. These downturns have been characterized by abrupt
fluctuations in product demand, production over-capacity and accelerated decline of average selling prices. In some cases, these downturns have lasted more than one year. A downturn in the
semiconductor industry could harm our sales and revenues if demand drops, or our gross margins if average selling prices decline.

Our success for the foreseeable future will be dependent on growth in demand for integrated circuits for a limited number of applications.

In recent years, we have derived a substantial majority of our product revenues from the sale of integrated circuits for DVD and digital camera applications. We
expect that sales of our products for these applications will continue to account for a significant portion of our revenues for the foreseeable future. As a result of Oak's sale of its optical storage
business, the future financial performance of the former Oak operations will depend on our ability to successfully develop and market new products in the digital television, HDTV and digital imaging
markets. If the markets for these products and applications decline or fail to develop as expected, or we are not successful in our efforts to market and sell our products to manufacturers who
incorporate integrated circuits into these products, our financial results will be harmed.

37

---

Our financial performance is highly dependent on the timely and successful introduction of new and enhanced products.

Our financial performance depends in large part on our ability to successfully develop and market next-generation and new products in a rapidly
changing technological environment. If we fail to successfully identify new product opportunities and timely develop and introduce new products that achieve market acceptance, we may lose our market
share and our future revenue and earnings may suffer. In recent years, our success has been dependent on our successful development and timely introduction of integrated circuits for DVD players, DVD
recorders and digital cameras. These markets are characterized by the incorporation of a steadily increasing level of integration and numbers of features on a chip at the same or lower system cost,
enabling original equipment manufacturers, or OEMs, to continually improve the features or reduce the prices of the systems they sell. If we are unable to continually develop and introduce integrated
circuits with increasing levels of integration and new features at competitive prices, our operating results will suffer.

In
the consumer electronics market, Oak's performance has been highly dependent upon the successful development and timely introduction of new products and solutions for broadband
digital television and HDTV. In the digital office market, Oak's performance has been dependant on its ability to successfully develop embedded image processing system on a chip, or SOC, solutions for
the digital office market, in particular, embedded digital color copier technology and image processing chips for a variety of imaging peripherals, including printers and multi-function peripherals,
or MFPs. Among other technological changes, embedded PDF and color capability are rapidly emerging as market requirements for printers and other imaging devices. Some of Oak's competitors have the
capacity to supply these solutions, and some of their solutions have been well received in the marketplace. We face the challenge of continuing Oak's development of digital television and HDTV
solutions as well as developing new imaging products with the capability to handle greater color and image complexity, including web-based documents, and work with higher-performing
devices in networked environments. If we are unable to meet these challenges with the development of products that can effectively compete in the OEM software and solutions market, our future
operating results could suffer.

We must keep pace with rapid technological changes and evolving industry standards to remain competitive.

Our future success will depend on our ability to anticipate and adapt to changes in technology and industry standards and our customers' changing demands. The
consumer electronics market, in particular, is characterized by rapidly changing technology, evolving industry standards, frequent new product introductions, short product life cycles and increasing
demand for higher levels of integration. Our ability to adapt to these changes and to anticipate future standards, and the rate of adoption and acceptance of those standards, will be a significant
factor in maintaining or improving our competitive position and prospects for growth. If new industry standards emerge, our products or the products of our customers could become unmarketable or
obsolete, and we could lose market share or be required to incur substantial unanticipated costs to comply with these new standards.

Our
success will also depend on the successful development of new markets and the application and acceptance of new technologies and products in those new markets. For example, our
success will depend on the ability of our customers to develop new products and enhance existing products in the recordable DVD player market and products for the broadband digital television and HDTV
markets and to introduce and promote those products successfully. These markets may not continue to develop to the extent or in the time periods that we currently anticipate due to factors outside our
control, such as delays in implementation of FCC 02-320 requiring all new televisions to include a digital receiver. If new markets do not develop as we anticipate, or if our products do
not gain widespread acceptance in these markets, our business, financial condition and results of operations could be materially and adversely affected. The emergence of new markets for our products
is also dependent in part upon

38

---

third
parties developing and marketing content in a format compatible with commercial and consumer products that incorporate our products. If this content is not available, manufacturers may not be
able to sell products incorporating our products, and our sales would suffer.

We rely on independent foundries and contractors for the manufacture, assembly and testing of our integrated circuits and other hardware products, and the failure of any of
these third parties to deliver products or otherwise perform as requested could damage our relationships with our customers and harm our sales and financial results.

We do not operate any manufacturing facilities, and we rely on independent foundries to manufacture substantially all of our products. These independent foundries
fabricate products for other companies and may also produce products of their own design. From time to time, there are manufacturing capacity shortages in the semiconductor industry. We do not have
long-term supply contracts with any of our suppliers, including our principal supplier, Taiwan Semiconductor Manufacturing Company, or TSMC. Therefore, TSMC and our other suppliers are not
obligated to manufacture products for us for any specific period, in any specific quantity or at any specified price, except as may be provided in a particular purchase order.

Our
reliance on independent foundries involves a number of risks, including:



In
addition, TSMC and some of our other foundries are located in areas of the world that are subject to natural disasters such as earthquakes. While the 1999 earthquake in Taiwan did not
have a material impact on our independent foundries, a similar event centered near TSMC's facility could severely reduce TSMC's ability to manufacture our integrated circuits. The loss of any of our
manufacturers as a supplier, our inability to expand the supply of their products in response to increased demand, or our inability to obtain timely and adequate deliveries from our current or future
suppliers due to a natural disaster or any other reason could delay or reduce shipments of our products. Any of these circumstances could damage our relationships with current and prospective
customers and harm our sales and financial results.

We
also rely on a limited number of independent contractors for the assembly and testing of our products. Our reliance on independent assembly and testing houses limits our control over
delivery schedules, quality assurance and product cost. Disruptions in the services provided by our assembly or testing houses or other circumstances that would require them to seek alternative
sources of assembly or testing could lead to supply constraints or delays in the delivery of our products. These constraints or delays could damage our relationships with current and prospective
customers and harm our financial results.

Because foundry capacity is limited from time to time, we may be required to enter into costly long-term supply arrangements to secure foundry capacity.

If we are not able to obtain additional foundry capacity as required, our relationships with our customers would be harmed and our sales would likely be reduced.
In order to secure additional

39

---

foundry
capacity, we have considered, and may in the future need to consider, various arrangements with suppliers, which could include, among others:



We
may not be able to make any such arrangement in a timely fashion or at all, and such arrangements, if any, may not be on terms favorable to us. Moreover, if we are able to secure
foundry capacity, we may be obligated to utilize all of that capacity or incur penalties. Such penalties may be expensive and could harm our financial results.

If our independent foundries do not achieve satisfactory yields, our relationships with our customers may be harmed.

The fabrication of silicon wafers is a complex process. Minute levels of contaminants in the manufacturing environment, defects in photo masks used to print
circuits on a wafer, difficulties in the fabrication process or other factors can cause a substantial portion of the integrated circuits on a wafer to be non-functional. Many of these
problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. As a result, foundries often experience problems achieving
acceptable yields, which are represented by the number of good integrated circuits as a proportion of the number of total integrated circuits on any particular wafer. Poor yields from our independent
foundries would reduce our ability to deliver our products to customers, harm our relationships with our customers and harm our business.

We face competition or potential competition from companies with greater resources than ours, and if we are unable to compete effectively with these companies, our market share
may decline and our business could be harmed.

We face intense competition in the markets in which we compete. We expect that the level of competition will increase in the future from existing competitors and
from other companies that may enter our existing or future markets with solutions that may be less costly or provide higher performance or additional features.

Competition
in Zoran's core compression technology market has historically been dominated by large companies, such as ST Microelectronics, and companies that develop and use their
own integrated circuits, such as Sony and Matsushita. As this market continues to develop, we face competition from other large semiconductor vendors.

The
DVD market continues to expand, and additional competitors are expected to enter the market for DVD players and software. Some of these potential competitors may develop captive
implementations for use only with their own PC and consumer electronics products. It is also possible that application software vendors, such as Microsoft, may attempt to enter the DVD application
market in the future. This increased competition may result in price reductions, reduced profit margins and loss of market share.

40

---

We
face competition from several large semiconductor companies in the broadband digital television and set-top box markets. We expect competition to continue to increase in these markets
as industry standards become well known and as other competitors enter these markets.

We
also face significant competition in the digital office market. The future growth of the digital office market is highly dependent on OEMs continuing to outsource an increasing
portion of their product development work. While the trend toward outsourcing on the part of our OEM customers in this market has accelerated in recent years, any reversal of this trend, or a change
in the way they outsource, could seriously harm our business.

Many
of our existing competitors, as well as OEM customers that are expected to compete with us in the future, have substantially greater financial, manufacturing, technical, marketing,
distribution and other resources, broader product lines and longer standing relationships with customers than we have. In addition, much of our future success is dependent on the success of our OEM
customers. If we or our OEM customers are unable to compete successfully against current and future competitors, we could experience price reductions, order cancellations and reduced gross margins,
any one of which could harm our business.

Our products are characterized by average selling prices that decline over relatively short time periods; if we are unable to reduce our costs or introduce new products with
higher average selling prices, our financial results will suffer.

Average selling prices for our products decline over relatively short time periods, while many of our manufacturing costs are fixed. When our average selling
prices decline, our revenues decline unless we are able to sell more units, and our gross margins decline unless we are able to reduce our manufacturing costs by a commensurate amount. Our operating
results suffer when gross margins decline. We have experienced these problems, and we expect to continue to experience them in the future, although we cannot predict when they may occur or how severe
they will be.

We derive most of our revenue from sales to a small number of large customers, and if we are not able to retain these customers, or they reschedule, reduce or cancel orders,
our revenues would be reduced and our financial results would suffer.

Zoran's and Oak's largest customers have accounted for a substantial percentage of their revenues. In 2003, sales to Fujifilm accounted for approximately 14% of
Zoran's total revenues, and Zoran's four largest customers accounted for approximately 46% of its total revenues. Similarly, during Oak's fiscal 2002, Oak's top 10 customers accounted for
approximately 69% of its total revenues. Sales to these large customers have varied significantly from year to year and will continue to fluctuate in the future. These sales also may fluctuate
significantly from quarter to quarter. We may not be able to retain our key customers, or these customers may cancel purchase orders or reschedule or decrease their level of purchases from us. Any
substantial decrease or delay in sales to one or more of our key customers could harm our sales and financial results. In addition, any difficulty in collecting amounts due from one or more key
customers could harm our financial results.

Fujifilm
has been our largest customer over the last six years. Fujifilm purchases our products primarily as a reseller. Fujifilm acts as the primary reseller in Japan of products
developed by us under development contracts with Fujifilm. We may sell these products directly in Japan only to specified customers with Fujifilm's consent. Fujifilm provides more sales and marketing
support than our other resellers. Fujifilm has also provided funding to support Zoran's development efforts. If our relationship with Fujifilm were terminated, our business could be harmed.

41

---

Our products generally have long sales cycles and implementation periods, which increases our costs in obtaining orders and reduces the predictability of our operating results.

Our products are technologically complex. Prospective customers generally must make a significant commitment of resources to test and evaluate our products and to
integrate them into larger systems. As a result, our sales processes are often subject to delays associated with lengthy approval processes that typically accompany the design and testing of new
products. The sales cycles of our products often last for many months or even years. Longer sales cycles require us to invest significant resources in attempting to make sales and delay the generation
of revenue.

Long
sales cycles also subject us to other risks, including customers' budgetary constraints, internal acceptance reviews and cancellations. In addition, orders expected in one quarter
could shift to another because of the timing of customers' purchase decisions. The time required for our customers to incorporate our products into their own can vary significantly with the needs of
our customers and
generally exceeds several months, which further complicates our planning processes and reduces the predictability of our operating results.

We are not protected by long-term contracts with our customers.

We generally do not enter into long-term purchase contracts with our customers, and we cannot be certain as to future order levels from our customers.
Customers generally purchase our products subject to cancelable short-term purchase orders. We cannot predict whether our current customers will continue to place orders, whether existing
orders will be canceled, or whether customers who have ordered products will pay invoices for delivered products. When we do enter into a long-term contract, the contract is generally
terminable at the convenience of the customer. In the event of an early termination by one of our major customers, it is unlikely that we will be able to rapidly replace that revenue source, which
would harm our financial results.

Regulation of our customers' products may slow the process of introducing new products and could impair our ability to compete.

The Federal Communications Commission, or FCC, has broad jurisdiction over our target markets in the digital television business we acquired from Oak. Various
international entities or organizations may also regulate aspects of our business or the business of our customers. Although our products are not directly subject to regulation by any agency, the
transmission pipes, as well as much of the equipment into which our products are incorporated, are subject to direct government regulation. For example, before they can be sold in the United States,
advanced televisions and emerging interactive displays must be tested and certified by Underwriters Laboratories and meet FCC regulations. Accordingly, the effects of regulation on our customers or
the industries in which our customers operate may in turn harm our business. FCC regulatory policies affecting the ability of cable operators or telephone companies to offer certain services and other
terms on which these companies conduct their business may impede sales of our products. In addition, our digital television business may also be adversely affected by the imposition of tariffs, duties
and other import restrictions on our suppliers or by the imposition of export restrictions on products that we sell internationally. Changes in current laws or regulations or the imposition of new
laws or regulations in the United States or elsewhere could harm our business. For example, any delays by the FCC in imposing its pending requirement that all new televisions have a digital receiver
could have an adverse effect on our HDTV business.

42

---

We are dependent upon our international sales and operations; economic, political or military events in a country where we make significant sales or have significant operations
could interfere with our success or operations there and harm our business.

During 2003, 97% of our total revenues and 89% of Oak's total revenues were derived from international sales. We anticipate that international sales will continue
to account for the majority of our total revenues for the foreseeable future. In addition, substantially all of our semiconductor products are manufactured, assembled and tested outside of the United
States by independent foundries and subcontractors.

We
are subject to the risks inherent in doing business internationally, including:



A
material amount of our research and development personnel and facilities and a portion of our sales and marketing personnel are located in Israel. Political, economic and military
conditions in Israel directly affect our operations. Some of our officers and employees in Israel are obligated to perform up
to 39 days of military reserve duty annually. The absence of these employees for significant periods during the work week may cause us to operate inefficiently during these periods.

Our
operations in China are subject to the economic and political uncertainties affecting that country. For example, the Chinese economy has experienced significant growth in the past
decade, but such growth has been uneven across geographic and economic sectors. This growth may decrease and any slowdown may have a negative effect on our business. We also maintain offices in
Taipei, Taiwan, Hong Kong and Seoul, Korea, and our operations are subject to the economic and political uncertainties affecting these countries as well.

The
significant concentration of our manufacturing activities with third party foundries in Taiwan exposes us to the risk of political instability in Taiwan, including the potential for
conflict between Taiwan and China. We have several significant OEM customers in Japan, Korea and other parts of Asia. Adverse economic circumstances in Japan and elsewhere in Asia could affect these
customers' willingness or ability to do business with us in the future or their success in developing and launching devices containing our products.

Our business and future operating results could be harmed by terrorist activity or armed conflict.

Our business and operating results are subject to uncertainties arising out of possible terrorist attacks on the United States and other regions of the world
including locations where we maintain operations and by armed conflict in the Middle East and related economic instability. Our operations could be harmed due to:



43

---



The prices of our products may become less competitive due to foreign exchange fluctuations.

Foreign currency fluctuations may affect the prices of our products. Prices for our products are currently denominated in U.S. dollars for sales to our customers
throughout the world. If there is a significant devaluation of the currency in a specific country, the prices of our products will increase relative to that country's currency, and our products may be
less competitive in that country. Also, we cannot be sure that our international customers will continue to be willing to place orders denominated in U.S. dollars. If they do not, our revenue and
operating results will be subject to foreign exchange fluctuations.

Our ability to compete could be jeopardized if we are unable to protect our intellectual property rights.

Our success and ability to compete depend in large part upon protection of our proprietary technology. We rely on a combination of patent, trade secret, copyright
and trademark laws, non-disclosure and other contractual agreements and technical measures to protect our proprietary rights. These agreements and measures may not be sufficient to protect
our technology from third-party infringement, or to protect us from the claims of others. Monitoring unauthorized use of our products is difficult, and we cannot be certain that the steps we have
taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. The laws of certain
foreign countries in which our products are or may be developed, manufactured or sold, including various countries in Asia, may not protect our products or intellectual property rights to the same
extent as do the laws of the United States and thus make the possibility of piracy of our technology and products more likely in these countries. If competitors are able to use our technology, our
ability to compete effectively could be harmed.

The
protection offered by patents is subject to numerous uncertainties. For example, our competitors may be able to effectively design around our patents, or the patents may be
challenged, invalidated or circumvented. Those competitors may also independently develop technologies that are substantially equivalent or superior to our technology. Moreover, while we hold, or have
applied for, patents relating
to the design of our products, some of our products are based in part on standards, for which we do not hold patents or other intellectual property rights.

Oak
has generally limited access to and distribution of the source and object code of its software and other proprietary information. With respect to its page description language
software and drivers for the digital office market and in limited circumstances with respect to firmware and platforms for its HDTV products, Oak has granted licenses that give its customers access to
and restricted use of the source code of Oak's software. This access increases the likelihood of misappropriation or misuse of our technology.

Oak is a defendant in several lawsuits.

Oak is a party to various legal proceedings, including a number of patent-related lawsuits. In connection with these lawsuits, management time has been, and will
continue to be, expended. In addition, while Oak has incurred, and we expect to continue to incur, substantial legal and other expenses in connection with these pending lawsuits, an estimate of such
loss or range of loss cannot be made. No provision for any liability that may result upon adjudication has been made in our financial statements.

44

---

We could become subject to claims and litigation regarding intellectual property rights, which could seriously harm its business and require it to incur significant costs.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. In the past, Zoran and Oak
have been subject to claims and litigation regarding alleged infringement of other parties' intellectual property rights, and both Oak and Zoran are currently parties to a number of patent-related
lawsuits. We could become subject to additional litigation in the future, either to protect our intellectual property or as a result of allegations that we infringe others' intellectual property
rights. Claims that our products infringe proprietary rights would force us to defend ourselves and possibly our customers or manufacturers against the alleged infringement. These claims and any
resulting lawsuit, if successful, could subject us to significant liability for damages or invalidation of our proprietary rights. These lawsuits, regardless of their success, would likely be
time-consuming and expensive to resolve and would divert management time and attention. Any potential intellectual property litigation could force us to do one or more of the following:



Although
patent disputes in the semiconductor industry have often been settled through cross-licensing arrangements, we may not be able in any or every instance to settle an alleged
patent infringement claim through a cross-licensing arrangement. We have a more limited patent portfolio than many of our competitors. If a successful claim is made against us or any of our customers
and a license is not made available to us on commercially reasonable terms or we are required to pay substantial damages or awards, our business, financial condition and results of operations would be
materially adversely affected.

If necessary licenses of third-party technology are not available to us or are very expensive, our products could become obsolete.

From
time to time, we may be required to license technology from third parties to develop new products or product enhancements. Third party licenses may not be available on commercially
reasonable terms, if at all. If we are unable to obtain any third-party license required to develop new products and product enhancements, we may have to obtain substitute technology of lower quality
or performance standards or at greater cost, either of which could seriously harm the competitiveness of our products.

Certain
technology used in our products is licensed from third parties, and in connection with these licenses, we are required to fulfill confidentiality obligations and, in some cases,
pay royalties. Some of our products require various types of copy protection software that we must license from third parties.
If we are unable to obtain or maintain our right to use the necessary copy protection software, we would be unable to sell and market these products.

If we are not able to apply our net operating losses against taxable income in future periods, our financial results will be harmed.

Our future net income and cash flow will be affected by our ability to apply our net operating losses, or NOLs, against taxable income in future periods. Our NOLs
totaled approximately $261 million for federal and $83 million for state tax reporting purposes as of December 31, 2003. As a

45

---

result
of the change of control resulting from our initial public offering in 1995, the amount of NOLs that we can use to reduce future taxable income for federal tax purposes is limited to
approximately $3.0 million per year. The Internal Revenue Code contains a number of provisions that could limit the use of NOLs against income of the combined company as a result of the merger
or as a result of the combination of these transactions. Our utilization of Oak's NOLs may be further limited due to prior Oak transactions. No opinion or IRS ruling has been sought regarding the
potential application of any of these provisions. Changes in tax laws in the United States may further limit our ability to utilize these NOLs. Any further limitation on our ability to utilize these
respective NOLs could harm our financial condition.

Any additional acquisitions we make could disrupt our business and severely harm our financial condition.

We have made investments in, and acquisitions of, other complementary companies, products and technologies. We have recently completed the acquisition of Oak, and
we may acquire additional businesses, products or technologies in the future. In the event of any future acquisitions, we could:



Our
operation of any other acquired business will also involve numerous risks, including:



We
may not be able to successfully complete the integration of the business, products or technologies or personnel that we might acquire in the future, and any failure to do so could
disrupt our business and seriously harm our financial condition.

In
addition, we have made minority equity investments in early-stage companies, and we expect to continue to review opportunities to make additional investments in such companies where
we believe such investments will provide us with opportunities to gain access to important technologies or otherwise enhance important commercial relationships. We have little or no influence over the
early-stage companies in which we have made or may make strategic, minority equity investments. Each of these investments involves a high degree of risk. We may not be successful in achieving the
technological or commercial advantage upon which any given investment is premised, and failure by the early-stage company to achieve its own business objectives could result in a loss of all or part
of our invested capital and require us to write off all or a portion of such investment.

46

---

Our products could contain defects, which could reduce sales of those products or result in claims against us.

We develop complex and evolving products. Despite testing by us and our customers, errors may be found in existing or new products. This could result in, among
other things, a delay in recognition or loss of revenues, loss of market share or failure to achieve market acceptance. These defects may cause us to incur significant warranty, support and repair
costs, divert the attention of our engineering personnel from our product development efforts and harm our relationships with customers. The occurrence of these problems could result in the delay or
loss of market acceptance of our products and would likely harm our business. Defects, integration issues or other performance problems in our products could result in financial or other damages to
customers or could damage market acceptance of such products. Our customers could also seek damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would
likely be time consuming and costly to defend.

If we do not maintain current development contracts or are unable to enter into new development contracts, our business could be harmed.

We historically have generated a portion of our total revenues from development contracts, primarily with key customers. These development contracts have provided
us with partial funding for the development of some of our products. Under these contracts, we receive payments upon reaching certain development milestones. If we fail to achieve the milestones
specified in our existing development contracts, if our existing contracts are terminated or if we are unable to secure future
development contracts, our ability to cost-effectively develop new products would be reduced and our business would be harmed.

We may need additional funds to execute our business plan, and if we are unable to obtain such funds, we will not be able to expand our business as planned.

We may require substantial additional capital to finance our future growth, secure additional foundry capacity and fund our ongoing research and development
activities beyond 2004. Our capital requirements will depend on many factors, including:



To
the extent that our existing sources of liquidity and cash flow from operations are insufficient to fund our activities, we may need to raise additional funds. If we raise additional
funds through the issuance of equity securities, the percentage ownership of our existing stockholders would be reduced. Further, such equity securities may have rights, preferences or privileges
senior to those of our common stock. Additional financing may not be available to us when needed or, if available, it may not be available on terms favorable to us.

If we fail to manage our future growth, if any, our business would be harmed.

We anticipate that our future growth, if any, will require us to recruit and hire a substantial number of new engineering, managerial, sales and marketing
personnel. Our ability to manage growth successfully will also require us to expand and improve administrative, operational, management and financial systems and controls. Many of our key operations,
including a material portion of our research and development operations and a significant portion of our sales and administrative operations, are located in Israel. A majority of our sales and
marketing and certain of our research and development

47

---

and
administrative personnel, including our President and Chief Executive Officer and other officers, are based in the United States. The geographic separation of these operations places additional
strain on our resources and our ability to manage growth effectively. If we are unable to manage growth effectively, our business will be harmed.

We rely on the services of our executive officers and other key personnel, whose knowledge of our business and industry would be extremely difficult to replace.

Our success depends to a significant degree upon the continuing contributions of our senior management. Management and other employees may voluntarily terminate
their employment with us at any time upon short notice. The loss of key personnel could delay product development cycles or otherwise harm our business. We believe that our future success will also
depend in large part on our ability to attract, integrate and retain highly-skilled engineering, managerial, sales and marketing personnel, located in the United States, Israel and China. Competition
for such personnel is intense, and we may not be successful in attracting, integrating and retaining such personnel. Failure to attract, integrate and retain key personnel could harm our ability to
carry out our business strategy and compete with other companies.

The Israeli rate of inflation may negatively impact our costs if it exceeds the rate of devaluation of the new Israeli shekel against the United States dollar.

A portion of the cost of our operations, relating mainly to our personnel and facilities in Israel, is incurred in new Israeli shekels. As a result, we bear the
risk that the rate of inflation in Israel will exceed the rate of devaluation of the new Israeli shekel in relation to the United States dollar, which will increase our costs as expressed in United
States dollars. To date, we have not engaged in hedging transactions. In the future, we may enter into currency hedging transactions to decrease the risk of financial exposure from fluctuations in the
exchange rate of the United States dollar against the new Israeli shekel. These measures may not adequately protect us from the impact of inflation in Israel.

The government programs in which we participate and tax benefits we receive require us to meet several conditions and may be terminated or reduced in the future, which would
increase our costs.

Historically, we have financed a portion of our research and development activities with grants for research and development from the Chief Scientist in Israel's
Ministry of Industry and Trade. Although we did not receive proceeds from such grants in 2001 or 2002, we did earn such proceeds in 2003 and we plan to seek additional grants from the Chief Scientist
in the future. To be eligible for these grants, our development projects must be approved by the Chief Scientist on a case-by-case basis. If our development projects are not
approved by the Chief Scientist, we will not receive grants to fund these projects, which would increase our research and development costs. We also receive tax benefits, in particular exemptions and
reductions as a result of the "Approved Enterprise" status of our existing operations in Israel. To be eligible for these tax benefits, we must maintain our Approved Enterprise status by meeting
conditions, including making specified investments in fixed assets located in Israel and investing additional equity in our Israeli subsidiary. If we fail to meet these conditions in the future, the
tax benefits would be canceled and we could be required to refund the tax benefits already received. These tax benefits may not be continued in the future at their current levels or at any level.
Israeli governmental authorities have indicated that the government may reduce or eliminate these benefits in the future, which would harm our business.

48

---

Provisions in our charter documents and Delaware law could prevent or delay a change in control of Zoran.

Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us, even if doing
so would be beneficial to our stockholders. These include prohibitions:



Our stock price has fluctuated and may continue to fluctuate widely.

The market price of our common stock has fluctuated significantly since our initial public offering in 1995. Between January 1, 2003 and
December 31, 2003, the closing sale price of our common stock, as reported on The Nasdaq National Market, ranged from a low of $9.11 to a high of $27.28. The market price of our common stock is
subject to significant fluctuations in the future in response to a variety of factors, including:



In
addition, the stock market has, from time to time, experienced extreme price and volume fluctuations that have particularly affected the market prices for semiconductor companies or
technology companies generally and which have been unrelated to the operating performance of the affected companies. Broad market fluctuations of this type may reduce the future market price of our
common stock.

Item 7AQuantitative and Qualitative Disclosures about Market Risks

We are exposed to financial market risks including changes in interest rates and foreign currency exchange rates.

The
fair value of our investment portfolio or related income would not be significantly impacted by either a 10% increase or decrease in interest rates due mainly to the
short-term nature of the major portion of our investment portfolio.

49

---

A
majority of our revenue and capital spending is transacted in U.S. dollars, although a portion of the cost of our operations, relating mainly to our personnel and facilities in Israel,
is incurred in New Israeli Shekels. We have not engaged in hedging transactions to reduce our exposure to fluctuations that may arise from changes in foreign exchange rates. Based on our overall
currency rate exposure at December 31, 2003, a near-term 10% appreciation or depreciation of the New Israeli Shekel would have an immaterial affect on our financial condition.

50

---

Item 8Financial Statements and Supplemental Data

Index to Consolidated Financial Statements

|Report of Independent Auditors                                                              |  | 52
|------------------------------------------------------------------------------------------- |  | --
|Consolidated Balance Sheets as of December 31, 2003 and 2002                                |  | 53
|Consolidated Statements of Operations for each of the three years ended December 31, 2003   |  | 54
|Consolidated Statements of Stockholders' Equity for the three years ended December 31, 2003 |  | 55
|Consolidated Statements of Cash Flows for each of the three years ended December 31, 2003   |  | 56
|Notes to Consolidated Financial Statements                                                  |  | 57
|Supplemental Data: Selected Quarterly Financial Information (Unedited)                      |  | 82

51

---



REPORT OF INDEPENDENT AUDITORS

To
the Board of Directors and Stockholders of
Zoran Corporation

In
our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Zoran Corporation and its
subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/
PricewaterhouseCoopers LLP
San Jose, California
March 15, 2004

52

---



ZORAN CORPORATION  CONSOLIDATED BALANCE SHEETS  (in thousands, except share data)

|                                     |                              | December 31,
2003                                                                                                                                                                                                                                                                |                            | December 31,
2002 |         
|------------------------------------ | ---------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ----------------- | --------
|ASSETS                               |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     | Current assets:              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     |                              | Cash and cash equivalents                                                                                                                                                                                                                                                        |                            | $                 | 47,994  
|                                     |                              | Short-term investments                                                                                                                                                                                                                                                           |                            |                   | 78,372  
|                                     |                              | Accounts receivable, net of allowance for doubtful accounts of $1,234 and $1,874, respectively                                                                                                                                                                                   |                            |                   | 65,224  
|                                     |                              | Inventory                                                                                                                                                                                                                                                                        |                            |                   | 16,805  
|                                     |                              | Prepaid expenses and other current assets                                                                                                                                                                                                                                        |                            |                   | 12,151  
|                                     |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     |                              |                                                                                                                                                                                                                                                                                  | Total current assets       |                   |         
|                                     | Property and equipment, net  |                                                                                                                                                                                                                                                                                  |                            | 20,029            |         
|                                     | Other assets and investments |                                                                                                                                                                                                                                                                                  |                            | 69,311            |         
|                                     | Goodwill                     |                                                                                                                                                                                                                                                                                  |                            | 119,091           |         
|                                     | Intangible assets, net       |                                                                                                                                                                                                                                                                                  |                            | 188,885           |         
|                                     |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     |                              | $                                                                                                                                                                                                                                                                                | 617,862                    |                   | $       
|                                     |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|LIABILITIES AND STOCKHOLDERS' EQUITY |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     | Current liabilities:         |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     |                              | Accounts payable                                                                                                                                                                                                                                                                 |                            | $                 | 29,038  
|                                     |                              | Accrued expenses and other liabilities                                                                                                                                                                                                                                           |                            |                   | 45,182  
|                                     |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     |                              |                                                                                                                                                                                                                                                                                  | Total current liabilities  |                   |         
|                                     |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     | Other long-term liabilities  |                                                                                                                                                                                                                                                                                  |                            | 9,363             |         
|Stockholders' equity:                |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     |                              | Common stock, $0.001 par value; 105,000,000 shares authorized at December 31, 2003 and 55,000,000 shares authorized at December 31, 2002; 42,347,584 shares issued and outstanding as of December 31, 2003; and
27,395,117 shares issued and outstanding as of December 31, 2002 |                            |                   | 42      
|                                     |                              | Additional paid-in capital                                                                                                                                                                                                                                                       |                            |                   | 703,812 
|                                     |                              | Deferred stock-based compensation                                                                                                                                                                                                                                                |                            |                   | (13,014 
|                                     |                              | Accumulated other comprehensive income (loss)                                                                                                                                                                                                                                    |                            |                   | (91     
|                                     |                              | Accumulated deficit                                                                                                                                                                                                                                                              |                            |                   | (156,470
|                                     |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     |                              |                                                                                                                                                                                                                                                                                  | Total stockholders' equity |                   |         
|                                     |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         
|                                     |                              | $                                                                                                                                                                                                                                                                                | 617,862                    |                   | $       
|                                     |                              |                                                                                                                                                                                                                                                                                  |                            |                   |         

The
accompanying notes are an integral part of these consolidated financial statements.

53

---



ZORAN CORPORATION  CONSOLIDATED STATEMENTS OF OPERATIONS  (in thousands, except per share data)

|                                                           |                                                | Year Ended December 31,  |        
|---------------------------------------------------------- | ---------------------------------------------- | ------------------------ | -------
|
|Revenues:                                                  |                                                |                          |        
|                                                           | Product revenues                               |                          | $      
|                                                           | Software and other revenues                    |                          |        
|                                                           |                                                |                          |        
|                                                           |                                                | Total revenues           |        
|                                                           |                                                |                          |        
|Costs and expenses:                                        |                                                |                          |        
|                                                           | Cost of product revenues                       |                          |        
|                                                           | Research and development                       |                          |        
|                                                           | Selling, general and administrative            |                          |        
|                                                           | Amortization of goodwill and intangible assets |                          |        
|                                                           | Deferred stock compensation                    |                          |        
|                                                           | In-process research and development            |                          |        
|                                                           |                                                |                          |        
|                                                           |                                                | Total costs and expenses |        
|                                                           |                                                |                          |        
|Operating income (loss)                                    |                                                |                          | (72,004
|Interest income                                            |                                                |                          | 5,388  
|Other income (loss), net                                   |                                                |                          | 1      
|                                                           |                                                |                          |        
|Income (loss) before income taxes                          |                                                |                          | (66,615
|Provision for income taxes                                 |                                                |                          | 1,363  
|                                                           |                                                |                          |        
|Net income (loss)                                          |                                                | $                        | (67,978
|                                                           |                                                |                          |        
|Basic net income (loss) per share                          |                                                | $                        | (2.05  
|                                                           |                                                |                          |        
|Diluted net income (loss) per share                        |                                                | $                        | (2.05  
|                                                           |                                                |                          |        
|Shares used to compute basic net income (loss) per share   |                                                |                          | 33,231 
|                                                           |                                                |                          |        
|Shares used to compute diluted net income (loss) per share |                                                |                          | 33,231 
|                                                           |                                                |                          |        

The
accompanying notes are an integral part of these consolidated financial statements.

54

---



ZORAN CORPORATION  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY  (in thousands)

|                                                                                      |  | Common Stock |   |   |    |  |   |         |   | Accumulated
Other
Comprehensive
Income (Loss) |      |   |   |         |  
|------------------------------------------------------------------------------------- |  | ------------ | - | - | -- |  | - | ------- | - | --------------------------------------------- | ---- | - | - | ------- | -
|
|
|Balance at December 31, 2000                                                          |  | 26,135       |   | $ | 26 |  | $ | 388,646 |   | $                                             | 717  |   | $ | (919    | )
|Issuance of Common Stock                                                              |  | 951          |   |   | 1  |  |   | 6,886   |   |                                               |     |   |   |        |  
|Repurchases of Common Stock                                                           |  | (383         | ) |   |   |  |   | (3,867  | ) |                                               |     |   |   |        |  
|Amortization of deferred stock-based compensation                                     |  |             |   |   |   |  |   |        |   |                                               |     |   |   | 544     |  
|Change in unrealized gain (loss) on securities available for sale                     |  |             |   |   |   |  |   |        |   |                                               |     |   |   |        |  
|Net loss                                                                              |  |             |   |   |   |  |   |        |   |                                               |     |   |   |        |  
|                                                                                      |  |              |   |   |    |  |   |         |   |                                               |      |   |   |         |  
|Balance at December 31, 2001                                                          |  | 26,703       |   |   | 27 |  |   | 391,665 |   |                                               | 717  |   |   | (375    | )
|Issuance of Common Stock                                                              |  | 692          |   |   |   |  |   | 6,670   |   |                                               |     |   |   |        |  
|Expiration of Warrant                                                                 |  |             |   |   |   |  |   | 717     |   |                                               | (717 | ) |   |        |  
|Amortization of deferred stock-based compensation                                     |  |             |   |   |   |  |   |        |   |                                               |     |   |   | 292     |  
|Change in unrealized gain (loss) on securities available for sale                     |  |             |   |   |   |  |   |        |   |                                               |     |   |   |        |  
|Net Income                                                                            |  |             |   |   |   |  |   |        |   |                                               |     |   |   |        |  
|                                                                                      |  |              |   |   |    |  |   |         |   |                                               |      |   |   |         |  
|Balance at December 31, 2002                                                          |  | 27,395       |   |   | 27 |  |   | 399,052 |   |                                               |     |   |   | (83     | )
|Issuance of Common Stock                                                              |  | 1,773        |   |   | 2  |  |   | 19,865  |   |                                               |     |   |   |        |  
|Issuance of common stock in conjunction with the acquisition of Oak Technology, Inc.  |  | 13,180       |   |   | 13 |  |   | 227,449 |   |                                               |     |   |   |        |  
|Issuance of stock options in conjunction with the acquisition of Oak Technology, Inc. |  |             |   |   |   |  |   | 57,446  |   |                                               |     |   |   | (19,212 | )
|Amortization of deferred stock-based compensation                                     |  |             |   |   |   |  |   |        |   |                                               |     |   |   | 6,281   |  
|Change in unrealized gain (loss) on securities available for sale                     |  |             |   |   |   |  |   |        |   |                                               |     |   |   |        |  
|Net loss                                                                              |  |             |   |   |   |  |   |        |   |                                               |     |   |   |        |  
|                                                                                      |  |              |   |   |    |  |   |         |   |                                               |      |   |   |         |  
|Balance at December 31, 2003                                                          |  | 42,348       |   | $ | 42 |  | $ | 703,812 |   | $                                             |     |   | $ | (13,014 | )
|                                                                                      |  |              |   |   |    |  |   |         |   |                                               |      |   |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.

55

---



ZORAN CORPORATION  CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)

|                                                                                     |                                                                       | Year Ended December 31,                            |                                                           
|------------------------------------------------------------------------------------ | --------------------------------------------------------------------- | -------------------------------------------------- | ----------------------------------------------------------
|
|Cash flows from operating activities:                                                |                                                                       |                                                    |                                                           
|                                                                                     | Net loss                                                              |                                                    | $                                                         
|                                                                                     | Adjustments to reconcile net loss to net cash provided by operations: |                                                    |                                                           
|                                                                                     |                                                                       | Depreciation and amortization                      |                                                           
|                                                                                     |                                                                       | Amortization of goodwill and intangible assets     |                                                           
|                                                                                     |                                                                       | Amortization of deferred stock compensation        |                                                           
|                                                                                     |                                                                       | In-process research and development                |                                                           
|                                                                                     |                                                                       | Investment impairment charges                      |                                                           
|                                                                                     |                                                                       | Allowance for doubtful accounts                    |                                                           
|                                                                                     |                                                                       | Realized loss on exchange of marketable securities |                                                           
|                                                                                     |                                                                       | Changes in current assets and liabilities:         |                                                           
|                                                                                     |                                                                       |                                                    | Accounts receivable                                       
|                                                                                     |                                                                       |                                                    | Inventory                                                 
|                                                                                     |                                                                       |                                                    | Prepaid expenses and other current assets and other assets
|                                                                                     |                                                                       |                                                    | Accounts payable                                          
|                                                                                     |                                                                       |                                                    | Accrued expenses and other liabilities                    
|                                                                                     |                                                                       |                                                    |                                                           
|                                                                                     |                                                                       |                                                    |                                                           
|                                                                                     |                                                                       |                                                    |                                                           
|Cash flows from investing activities:                                                |                                                                       |                                                    |                                                           
|                                                                                     | Capital expenditures for property and equipment                       |                                                    |                                                           
|                                                                                     | Purchases of investments                                              |                                                    |                                                           
|                                                                                     | Proceeds from sales and maturities of investments                     |                                                    |                                                           
|                                                                                     | Purchases of intellectual property                                    |                                                    |                                                           
|                                                                                     | Purchases of long-term equity investments                             |                                                    |                                                           
|                                                                                     | Acquisition of Oak Technology, Inc., net of cash acquired             |                                                    |                                                           
|                                                                                     |                                                                       |                                                    |                                                           
|                                                                                     |                                                                       |                                                    |                                                           
|                                                                                     |                                                                       |                                                    |                                                           
|Cash flows from financing activities:                                                |                                                                       |                                                    |                                                           
|                                                                                     | Proceeds from issuance of common stock                                |                                                    |                                                           
|                                                                                     | Repurchases of common stock                                           |                                                    |                                                           
|                                                                                     | Installment payment on purchased core technology                      |                                                    |                                                           
|                                                                                     |                                                                       |                                                    |                                                           
|                                                                                     |                                                                       |                                                    |                                                           
|                                                                                     |                                                                       |                                                    |                                                           
|Net increase in cash and cash equivalents                                            |                                                                       |                                                    | 16,387                                                    
|Cash and cash equivalents at beginning of period                                     |                                                                       |                                                    | 31,607                                                    
|                                                                                     |                                                                       |                                                    |                                                           
|Cash and cash equivalents at end of period                                           |                                                                       | $                                                  | 47,994                                                    
|                                                                                     |                                                                       |                                                    |                                                           
|Supplemental information:                                                            |                                                                       |                                                    |                                                           
|Fair value of stock options assumed in Oak acquisition                               |                                                                       | $                                                  | 57,446                                                    
|                                                                                     |                                                                       |                                                    |                                                           
|Fair value of stock issued in Oak acquisition                                        |                                                                       | $                                                  | 227,462                                                   
|                                                                                     |                                                                       |                                                    |                                                           
|Purchases of intellectual property included in accounts payable and accrued expenses |                                                                       | $                                                  |                                                          
|                                                                                     |                                                                       |                                                    |                                                           

The
accompanying notes are an integral part of these consolidated financial statements.

56

---



ZORAN CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1THE COMPANY

Zoran Corporation ("Zoran" or the "Company") was incorporated in California in December 1981 and reincorporated in Delaware in November 1986. Zoran
develops and markets integrated circuits, integrated circuit cores and embedded software used by original equipment manufacturers, or OEMs, in digital audio, video products for commercial and consumer
markets, digital television applications as well as digital imaging products. Current applications incorporating Zoran's products and IP include digital versatile disc, or DVD, players and recorders,
filmless digital cameras, professional and consumer video editing systems, digital speakers and audio systems, applications that enable the delivery and display of digital video content through a set
top box or television as well as digital imaging products consisting of semiconductor hardware and software that enable users to print, scan, process and transmit documents to computer peripherals
that perform printing functions. The Company operates in four industry segments; DVD, Imaging, Digital Camera and Digital Television.

Risk and Uncertainties

The Company performs research and development and generates a significant portion of its sales from its operations located in the State of Israel. A significant
number of the Company's full-time employees are located in Israel, including a portion of the Company's research and development personnel. Therefore, the Company is directly affected by
the political, economic and military conditions to which that country is subject.

The
semiconductor business is highly cyclical and has been subject to significant downturns at various times that have been characterized by diminished product demand, decreased
production, overcapacity, and accelerated erosion of average selling prices. As such, the selling price that the Company is able to command for its products is highly dependent on
industry-wide production capacity and
demand. Both of these factors could result in rapid deviations in product pricing and, therefore, could adversely affect the Company's operating results.

Our
revenues may be impacted by our ability to obtain adequate wafer supplies from our foundries. The foundries with which we currently have arrangements, together with any additional
foundry at which capacity might be obtained, may not be willing or able to satisfy all of our manufacturing requirements on a timely basis at favorable prices. In addition, we could experience delays
in qualifying new products and in ramping-up new product production. We are also subject to the risks of service disruptions, raw material shortages and price increases by our foundries.

We
depend on independent subcontractors to assemble and test our products. Our reliance on these subcontractors involves the following significant risks:



Principles of consolidation and basis of presentation

The consolidated financial statements include the accounts of Zoran and all of its subsidiaries. Intercompany transactions and balances have been eliminated in
consolidation.

57

---

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

NOTE 2SIGNIFICANT ACCOUNTING POLICIES

Zoran has adopted accounting policies which are generally accepted in the industry in which it operates. The following is a summary of the Company's significant
accounting policies.

Use of estimates

The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates, although such differences are not expected to be material to the
consolidated financial statements.

Translation of foreign currencies

The majority of the Company's purchasing and sales transactions are denominated in US dollars, which is considered to be the functional currency of the Company
and its subsidiaries. The Company has not
experienced material losses or gains as a result of currency exchange rate fluctuations and has not engaged in hedging transactions to reduce its exposure to such fluctuations. The Company may take
action in the future to reduce its foreign exchange risk. Monetary assets and liabilities of the Company's foreign subsidiaries are remeasured into U.S. dollars from the local currency at rates in
effect at period-end and non-monetary assets and liabilities are remeasured at historical rates. Revenues and expenses are remeasured at average rates during the period. In
accordance with Statement of Financial Accounting Standards No. 52, gains and losses arising from the remeasurement of local currency financial statements are included in other
non-operating income.

Revenue recognition

The Company's standard shipping terms for product sales are FOB point of origin. The Company's policy is to recognize revenue from product sales upon shipment,
provided that persuasive evidence of an arrangement exists, the price is fixed and determinable and collectibility is reasonably assured. A provision for estimated future returns and potential
warranty liability is recorded at the time revenue is recognized. Warranty expenses in 2003, 2002 and 2001, was immaterial. Development revenue under development contracts is recognized as the
services are performed based on the specific deliverables outlined in each contract. Amounts received in advance of performance under contracts are recorded as deferred revenue and are generally
recognized within one year from receipt. Costs associated with development revenues are included primarily in research and development expenses. Revenue resulting from the licensing of the Company's
technology is recognized when significant contractual obligations have been fulfilled and the customer has indicated acceptance. Periodic service and maintenance fees which provide customers access to
technical support and minor enhancements to licensed releases are recognized ratably over the service or maintenance period. Royalty revenue is recognized in the period licensed sales are reported to
the Company.

Research and development costs

Costs related to the conceptual formation and design of internally developed software are expensed as research and development as incurred. It is the Company's
policy that certain internal software development costs incurred after technological feasibility has been demonstrated and which meet recoverability tests are capitalized and amortized over the
estimated economic life of the product. To date, the Company has incurred no significant internal software development costs which meet the criteria for capitalization.

58

---

Cash equivalents and investments

All highly liquid investments purchased with an original maturity of 90 days or less are considered to be cash and cash equivalents.

All
of Zoran's investments in marketable securities are classified as available-for-sale and, therefore, are reported at fair value with unrealized gains and
losses, net of related tax, if any, included as other comprehensive income, a component of stockholders' equity. Gains and losses realized upon sales of all such securities are reported in interest
income. See Note 3.

When
the fair value of an investment declines below its amortized cost, we consider all available evidence to evaluate whether an other-than-temporary decline in
value has occurred. Among other things, we consider the duration and extent to which the market value has declined relative to our cost basis, the economic factors influencing the markets, the
relative performance of the investee and its near-term prospects.

At
December 31, 2003, the Company's marketable securities consisted of commercial paper with maturities of less than one year and marketable equity securities. Investments in
marketable securities also consisted of bonds and medium term notes with maturities greater than one year, which are included in other assets and investments, and amounted to $63.8 million and
$77.2 million at December 31, 2003 and 2002, respectively. See Note 3.

Other
assets and investments also include investments in non-marketable securities which are accounted for on the cost basis and amounted to $4.7 million and
$1.2 million at December 31, 2003 and 2002, respectively. The Company records an investment impairment charge when the fair value of an investment declines below its cost basis. In
making this determination the Company considers all available evidence including the historical and projected financial performance and recent funding events which are ascertained from an investee. In
2002, we recorded $2.4 million in such impairment charges. There were no such charges in 2003 or 2001.

Concentration of credit risk of financial instruments

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents,
investments in marketable securities, equity securities and trade accounts receivable. The Company places its cash in banks and cash equivalents primarily in auction rate preferred stock, certificates
of deposit and commercial paper. The Company's marketable securities portfolio consists primarily of corporate bonds, short and medium term notes, Euro dollar
bonds and Government securities. The Company, by policy, limits the amount of its credit exposure through diversification and restricting its investments to highly rated securities. Individual
securities are limited to comprising no more than 5% of the portfolio value. Highly rated securities are defined as having a minimum Moody or Standard & Poor's rating of A1 or A+, respectively.
The average maturity of the portfolio is restricted to less than 365 days. The Company has not experienced any significant losses on its cash equivalents or short-term investment.

The
Company markets integrated circuits and technology to manufacturers and distributors of electronic equipment primarily in North America, Europe and the Pacific Rim. The Company
performs ongoing credit evaluations of its customers' financial condition and limits the amount of credit extended when deemed necessary, but generally does not require collateral. Management believes
that any risk of loss is significantly reduced due to the diversity of its customers and geographic sales areas. As of December 31, 2003, two customers accounted for approximately 14% and 10%
of the net accounts receivable balance respectively. As of December 31, 2002, two customers accounted for approximately 21% and 12% of the net accounts receivable balance respectively.

59

---

Inventory

Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or market. Market is
based on estimated net realizable value.

Property and equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of three to five
years. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the remaining term of the lease.

Goodwill

The Company adopted Financial Accounting Standards Board ("FASB") Statement No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142") as of
January 1, 2002. SFAS 142 changed the accounting for goodwill from an amortization method to an impairment only approach. In connection with the adoption of SFAS 142, the Company
conducted a transitional goodwill impairment assessment based on its structure as one reporting unit and determined that no impairment existed at January 1, 2002. Upon acquisition of Oak
Technology in the third quarter of 2003, the Company's structure transitioned to four reporting units. During 2003 and 2002, the Company also completed its annual impairment assessments and determined
that no impairment existed.

Other intangibles

Acquired technology is amortized to expense on a straight-line basis over two to five years. Other intangible assets recorded in connection with the
acquisitions of PixelCam, Inc., Nogatech, Inc., and Oak Technology, Inc. are amortized on a straight-line basis over the estimated periods of benefit, which is ranges
between three and five years.

Long-lived assets

The Company evaluates the recoverability of its long-lived assets, other than goodwill whenever events or changes in circumstance indicate the
carrying amounts of the assets may not be recoverable. We evaluate the assets by comparing expected undiscounted cash flows to the carrying value of the related assets. If the expected undiscounted
cash flows are less than the carrying value of the assets the Company recognizes an impairment charge based on the fair value of the assets. To date, the Company has not recorded any impairment
charges against the value of its long-lived assets.

Fair value of financial instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying
amounts for cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values because of the
short-term maturity of these items.

Research and Development

Research and development expenses are charged to operations as incurred.

Income taxes

The Company follows the liability method of accounting for income taxes which requires recognition of deferred tax liabilities and assets for the expected future
tax consequence of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities.

60

---

For
the twelve month periods ended December 31, 2003 and 2002, the provision for income taxes reflects the effective tax rate applied to earnings, excluding charges related to the
amortization of goodwill and the write-off of acquired in-process research and development, for the periods. The effective tax rate differs from the U.S. statutory rate due to
utilization of net operating losses and State of Israel tax benefits on foreign earnings. The provision includes primarily taxes on income in excess of net operating loss carryover limitations and
foreign withholding taxes.

Earnings per share

In accordance with Statement of Financial Accounting Standards No. 128, Zoran reports Earnings per Share ("EPS"), both basic and diluted, on the statement
of operations. Basic EPS is based upon the weighted average number of common shares outstanding. Diluted EPS is computed using the weighted average common shares outstanding plus any potential common
stock, except when their effect is anti-dilutive. Potential common stock includes stock options and warrants. See Note 12.

Stock compensation

The Company accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees" and related interpretations. Under APB 25, compensation expense is recognized based on the difference, if any, on the date of grant between the fair value of
the Company's stock and the amount an employee must pay to acquire the stock. The compensation expense is recognized over the periods the employee performs the related services, generally the vesting
period of four years, consistent with the multiple option method described in FASB Interpretation No. 28 ("FIN 28"). Except for options assumed as part of acquisitions, no other stock-based
employee compensation cost is reflected in net income as all other options granted under our plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

Fair Value Disclosures

Had compensation cost for the Company's option and stock purchase plans been determined based on the fair value at the grant dates, as prescribed in
SFAS 123, the Company's net loss and net loss per

61

---

share
for each of the three years ended December 31, 2003, would have been as follows (in thousands, except per share data):

Year ended December 31,2003

2002

2001Net income (loss) as reported

$
(67,978
)
$
5,698

$
(36,065
)Adjustments:Stock-based employee compensation expense included in net income (loss)


6,281


292


544Stock-based employee compensation expense determined under the fair value method


(34,714
)

(24,681
)

(21,629
)Pro forma net loss

$
(96,411
)
$
(18,691
)
$
(57,150
)Pro forma net loss per share:Basic

$
(2.90
)
$
(0.69
)
$
(2.18
)Diluted

$
(2.90
)
$
(0.69
)
$
(2.18
)Net income (loss) per share as reported:Basic

$
(2.05
)
$
0.21

$
(1.38
)Diluted

$
(2.05
)
$
0.20

$
(1.38
)


The
Company provides information regarding the methodology and assumptions used for the above pro forma disclosure in Note 10.

Segment reporting

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about Segments of an Enterprise and Related Information," designates
the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company's reportable segments. SFAS 131 also requires
disclosures about products and services, geographic areas, and major
customers. The Company operates in four reportable segments offering different product lines to each of its target markets: Digital Versatile Disc (DVD), Digital Television (DTV), Imaging and the
Digital Camera (DC) group.

Comprehensive income

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstance from
non-owner sources. Comprehensive income (loss) includes unrealized gains and losses on available-for-sale securities.

The
following are the components of comprehensive income (loss) (in thousands):

Year ended December 31,2003

2002

2001Net income (loss)

$
(67,978
)
$
5,698

$
(36,065
)Change in unrealized gain (loss) on investments, net


(599
)

514


(1,115
)Total comprehensive income (loss)

$
(68,577
)
$
6,212

$
(37,180
)


62

---

The
components of accumulated other comprehensive income (loss) as of December 31, 2003, 2002 and 2001 is comprised of the unrealized gain (loss) on marketable securities, net of
related taxes.

Recent accounting pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51." FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of
a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is
effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period beginning after March 15, 2004. The Company does not expect that the adoption of FIN 46 will have a material impact
on its financial position, results of operations, or cash flows.

NOTE 3MARKETABLE SECURITIES

The Company's portfolio of marketable securities at December 31, 2003 was as follows (in thousands):

Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair
ValueCorporate bonds

$
87,147

$
89

$
(1,274
)
$
85,962Short/Medium term notes


15,462


41


(13
)

15,490U.S. government securities


11,800


30





11,830Foreign bonds


7,245


13





7,258Auction rate


18,925








18,925Marketable equity securities


1,709


1,013





2,722Total marketable securities


142,288


1,186


(1,287
)

142,187Less amounts classified as long-term assets


64,099


55


(339
)

63,815Total

$
78,189

$
1,131

$
(948
)
$
78,372


The
Company's portfolio of marketable securities at December 31, 2002 was as follows (in thousands):

Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair
ValueCorporate bonds

$
130,337

$
733

$
(390
)
$
130,680Short/Medium term notes


30,609


186


(10
)

30,785U.S. government securities


3,000


4





3,004Foreign bonds


16,404


103


(62
)

16,445Marketable equity securities


1,709








1,709Total marketable securities


182,059


1,026


(462
)

182,623Less amounts classified as long-term assets


76,914


438


(197
)

77,155Total

$
105,145

$
588

$
(265
)
$
105,468


Gross
realized gains on the sales of marketable securities were $43,000 and $165,000 in 2003 and 2002, respectively. Gross realized losses on sales of marketable securities were $20,000
and $104,000 in 2003 and 2002, respectively. Gross realized gains and losses were insignificant in 2001.

63

---

In
2002, the Company recorded a non-cash loss of $696,000 realized upon the conversion of equity securities in conjunction with the acquisition of an investee as a result of
the acquisition by Roxio, Inc. of MGI Software Inc. As of the date of the acquisition, we held approximately 373,000 shares of MGI common stock. Upon consummation of the acquisition, our
MGI common stock was exchanged for 18,843 shares of Roxio common stock. In connection with the exchange, we recorded a realized loss of $696,000 and established a new cost basis of our Roxio common
stock equal to its fair value on the date of the exchange.

At
the end of 2002, the Company recorded $3.6 million in non-cash impairment charges for marketable equity securities that were determined to be other than temporarily
impaired as the quoted market price of the related securities dropped below its carrying value for an extended period of time. There were no such impairment charges in 2003 or 2001.

Interest
income on marketable securities was $5.4 million, $7.1 million, $9.9 million for the years ended December 31, 2003, 2002 and 2001, respectively.

NOTE 4BALANCE SHEET COMPONENTS (in thousands)

December 31,Accounts receivable:

2003

2002Trade

$
66,253

$
35,240Unbilled


205


1,286Less: allowance


(1,234
)

(1,874
)$
65,224

$
34,652


Unbilled
accounts receivable consists of development revenue recognized, but not yet billed. The Company bills development revenue when contract milestones are achieved. During 2003,
2002 and 2001, we wrote-off $989,000, $180,000 and $2.4 million, respectively, against the allowance for doubtful accounts.

December 31,Inventory:

2003

2002Purchased parts and work in process

$
5,701

$
6,365Finished goods


11,104


6,321$
16,805

$
12,686


December 31,Property and equipment:

2003

2002Computer equipment

$
17,556

$
18,608Office equipment and furniture


1,733


1,014Machinery and equipment


2,059


672Software


13,602


Building and leasehold improvements


3,822


1,01038,772


21,304Less: accumulated depreciation and amortization


(18,743
)

(15,456
)$
20,029

$
5,848


64

---

December 31,Accrued expenses and other liabilities:

2003

2002Accrued payroll and related expenses

$
8,720

$
4,752Accrued royalties


2,466


2,054Taxes payable


14,596


5,721Deferred revenue


3,398


627Note payable


4,000


Other accrued liabilities


12,002


8,811$
45,182

$
21,965


NOTE 5OTHER INCOME (LOSS), NET

The following table provides the components of other income (loss), net (in thousands)

Year ended December 31,2003

2002

2001Investment impairment charges on marketable equity securities

$


$
(3,595
)
$
Investment impairment charges on non-marketable equity securities





(2,450
)

Realized loss on marketable equity securities





(696
)

Other


1


127


151$
1

$
(6,614
)
$
151


See
Note 3 regarding investment impairment charges on marketable equity securities and realized loss on marketable equity securities. See Note 2 regarding investment
impairment charges on non-marketable equity securities.

NOTE 6GOODWILL AND OTHER INTANGIBLE ASSETS

The Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", or SFAS 142, as of
January 1, 2002. SFAS 142 superseded Accounting Principles Board Opinion No. 17, Intangible Assets, and discontinued the amortization of goodwill. In addition, SFAS 142
includes provisions regarding: 1) the reclassification between goodwill and identifiable intangible assets in accordance with the new definition of intangible assets set forth in Statement of
Financial Accounting Standards No. 141, Business Combinations; 2) the reassessment of the useful lives of existing recognized intangibles; and 3) the testing for impairment of
goodwill and other intangibles.

In
accordance with SFAS 142, beginning January 1, 2002, goodwill is no longer amortized, but is required to be reviewed for impairment upon the initial adoption of SFAS
No. 142 and, thereafter, on at least an annual basis. For the year ending December 31, 2003 and 2002, the Company performed the annual analysis and concluded that goodwill was not
impaired, as the fair value of each reporting unit exceeded its carrying value, including goodwill.

65

---

Components of Acquired Intangible Assets(in thousands):

|                             |                             |  |     | December 31, 2003 |         | December 31, 2002
|---------------------------- | --------------------------- |  | --- | ----------------- | ------- | -----------------
|
|Amortized intangible assets: |                             |  |     |                   |         |                  
|                             | Purchased technology        |  | 2-3 |                   | $       | 176,720          
|                             | Patents                     |  | 3-5 |                   |         | 27,900           
|                             | Customer base               |  | 3-5 |                   |         | 13,010           
|                             | Tradename and others        |  | 3-5 |                   |         | 2,100            
|                             | Purchased core technology * |  | 4-5 |                   |         | 8,799            
|                             |                             |  |     |                   |         |                  
|Total                        |                             |  |     | $                 | 228,529 |                  
|                             |                             |  |     |                   |         |                  

---

Estimated
future intangible amortization expense, based on current balances, as of December 31, 2003 is as follows (in thousands):

Year ending December 31,

Amount2004


43,1762005


43,4012006


42,1302007


38,6232008


21,555Total

$
188,885


Changes
in the carrying amount of goodwill for the year ended December 31, 2003 are as follows (in thousands):

AmountBalance at December 31, 2002

$
59,131Acquisition of Oak Technology, Inc.


59,960
(see note 15)Balance at December 31, 2003

$
119,091


Goodwill
by reporting unit at December 31, 2003 and 2002 were as follows:

December 31,2003

2002DVD

$
63,855

$
45,867Imaging


5,996


DC


31,252


13,264DTV


17,988


$
119,091

$
59,131


Reconciliation of Net Loss Excluding Goodwill Amortization

In accordance with SFAS 142, beginning January 1, 2002, goodwill is no longer amortized, but is required to be reviewed for impairment upon the
initial adoption of SFAS No. 142 and, thereafter, on

66

---

at
least an annual basis. The following pro forma financial information presents the results for 2001 excluding the amortization of goodwill (in thousands, except per share data):

2001Net loss, as reported

$
(36,065
)Add back goodwill amortization


33,536Adjusted net loss

$
(2,529
)Basic net loss per share:Net loss, as reported

$
(1.38
)Add back goodwill amortization

$
1.28Adjusted net loss

$
(0.10
)Diluted net loss per share:Net loss, as reported

$
(1.38
)Add back goodwill amortization

$
1.28Adjusted net loss

$
(0.10
)


NOTE 7RESEARCH AND DEVELOPMENT ARRANGEMENTS

The Company is a party to certain research and development agreements with the Chief Scientist in Israel's Ministry of Industry and Trade Department (the "Chief
Scientist") and the Israel-United States Binational Industrial Research and Development Foundation ("BIRDF"), which fund up to 50% of incurred project costs for approved products up to specified
contract maximums. The Company is not obligated to repay funding regardless of the outcome of its development efforts; however, these agreements require the Company to use its best efforts to achieve
specified results and require the Company to pay royalties at rates of 3% to 5% of resulting products sales, and up to 30% of resulting license revenues, up to a maximum of 100% to 150% of the total
funding received. Reported research and development expenses are net of these grants, which fluctuate from period to period.

Gross
research and development expenses and the related grants are as follows:

Year Ended December 31,2003

2002

2001(in thousands)Research and development expenses:Gross research and development expenses

$
25,321

$
22,083

$
23,210Less: grants earned


(2,500
)




$
22,821

$
22,083

$
23,210


Royalty
expenses related to these grants were $40,600, $260,000 and $502,000 in 2003, 2002 and 2001, respectively.

67

---

NOTE 8DEVELOPMENT CONTRACTS

The Company has generated a portion of its total revenues from development contracts, primarily with key customers. These development contracts have provided the
Company with partial funding for the development of certain of its products. The Company classifies costs related to these development contracts as research and development expenses. The Company is
not obligated to repay funding regardless of the outcome of its development efforts; however, the agreements require the Company to use its best efforts to achieve specified results as per the
agreements. The Company retains ownership of the intellectual property developed under the contracts; however, some contracts limit the product markets in which the Company may directly sell the
developed product. Revenues generated under these contracts were $1.4 million in 2003 and 2002 and $4.7 million in 2001.

NOTE 9COMMITMENTS AND CONTINGENCIES

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues
contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims of which
the outcome is expected to result in a material adverse effect in the financial position or results of operations of the Company.

Lease commitments

The Company rents facilities and equipment under various lease agreements expiring through 2007. Rent expense for 2003, 2002 and 2001 totaled approximately
$3.1 million, $1.7 million and $1.5 million, respectively. Future minimum lease payments required under non-cancelable leases at December 31, 2003 are as
follows: (in thousands)

Year ending December 31,

Amount2004

$
8,8202005


7,7292006


6,4772007


1,599Total

$
24,625


NOTE 10STOCKHOLDERS' EQUITY

Common Stock

In August of 2003, the Company acquired Oak Technology, Inc. As a result of the acquisition, 56,737,298 shares of Oak common stock were converted into
$101.0 million in cash and 13,180,074 shares of Zoran common stock. Non-qualified options to purchase approximately 4.5 million shares of Zoran common stock with a term of
ten years were granted to Oak employees as part of the acquisition. These acquisitions were accounted for under the purchase method of accounting (see Note 15).

During
2001, the Company repurchased 382,500 shares of its common stock for $3.9 million. On April 21, 2002, the Company's Board of Directors approved a
three-for-two split of our common stock which was effected in the form of a fifty percent stock dividend, paid on May 22, 2002 to stockholders of record on May 7,
2002. All share and per share information for all periods presented in this report are on a post-split basis.

68

---

Warrants

In September 1997, in connection with a software license agreement, the Company issued a warrant to purchase 112,500 shares of its Common Stock at an
exercise price of $16.21 per share. The warrant was exercisable for a period of four years from a date beginning one year after the issuance date of the warrant. The $717,000 estimated value of the
warrant was amortized over the four-year period of the license agreement. In September 2002, the warrant expired.

Stock option plans

1993 Stock Option Plan

The Company's 1993 Stock Option Plan (the "1993 Option Plan") was adopted by the Board of Directors of the Company and approved by the stockholders of the Company
in July 1993. A total of 7,755,000 shares of common stock have been reserved for issuance under the 1993 Option Plan. The 1993 Option Plan provides for grants of options to employees,
non-employee directors and consultants. The 1993 Option Plan is currently being administered by the Compensation Committee of the Board of Directors of the Company, which determines the
optionees and the terms of the options granted, including the exercise price, number of shares subject to the option plan and the exercisability thereof. The option price for shares granted under the
1993 Option Plan is typically equal to the fair market value of the common stock at the date of grant.

Generally,
options granted under the 1993 Option Plan are fully exercisable on and after the date of grant, subject to the Company's right to repurchase from an optionee, at the
optionee's original per
share exercise price, any unvested shares which the optionee has purchased and holds in the event of the termination of the optionee's employment, with or without cause. The Company's right lapses as
shares subject to the option become vested. Such shares generally vest in monthly installments over two or four years following the date of grant (as determined by the Compensation Committee of the
Board of Directors), subject to the optionee's continuous service. Options expire ten years from the date of grant and an option shall generally terminate three months after termination of employment.
The 1993 Stock Option Plan expired during 2003 and no future shares will be granted under this plan.

2000 Stock Option Plan

The Company's 2000 Nonstatutory Stock Option Plan (the "2000 Option Plan") was adopted by the Board of Directors of the Company in October 2000. A total of
450,000 shares of preferred stock were initially reserved for issuance under the 2000 Option Plan. The options to purchase preferred stock automatically converted to options to purchase common stock
however, upon the filing of an amendment of the certificate of incorporation of the Company with the Secretary of State of Delaware to effect an increase in the number of authorized shares of common
stock to 55,000,000 in October 2000. A total of 13,325,000 shares of common stock have been reserved for issuance under the 2000 Option Plan. The 2000 Option Plan provides for grants of options
to employees or consultants. The 2000 Option Plan is currently being administered by the Compensation Committee of the Board of Directors of the Company, which determines the optionees and the terms
of the options granted, including the exercise price, number of shares subject to the option plan and the exercisability thereof. The 2000 Option Plan was modified in 2001 to allow for exercisability
of stock options ahead of vesting subject to the Company's right to repurchase the associated stock at the option exercise price through the original vesting schedule. The option price for shares
granted under the 2000 Option Plan is typically equal to the fair market value of the common stock at the date of grant. Options expire ten years from the date of grant and an option shall generally
terminate three months after termination of employment. The 2000 Option Plan will terminate in October 2010, unless terminated sooner by the Board of Directors.

At
December 31, 2003, options available for grant under this plan were 6,751,992.

69

---

1995 Outside Directors Stock Option Plan

The Company's Outside Directors Stock Option Plan (the "Directors Plan") was adopted by the Company's Board of Directors in October 1995, and was approved
by its stockholders in December 1995. A total of 525,000 shares of Common Stock have been reserved for issuance under the Directors Plan. The Directors Plan provides for the grant of
nonstatutory stock options to nonemployee directors of
the Company. The Directors Plan provides that each new nonemployee director will automatically be granted an option to purchase 30,000 shares on the date the optionee first becomes a nonemployee
director (the "Initial Grant"). Thereafter, on the date immediately following each annual stockholders' meeting, each nonemployee director who is reelected at the meeting to an additional term shall
be granted an additional option to purchase 15,000 shares of Common Stock if, on such date, he or she shall have served on the Company's Board of Directors for at least six months (the "Annual
Grant"). The Initial Grant is exercisable in four equal annual installments, and each Annual Grant shall become exercisable in full one year after the date of grant, subject to the director's
continuous service. The exercise price of all stock options granted under the Directors Plan is equal to the fair market value of the Company's Common Stock on the date of grant. Options granted under
the Directors Plan have a term of ten years.

At
December 31, 2003 options available for grant under this plan were 130,000.

The
following table summarizes the Company's stock option activity for the years ended December 31, 2003, 2002 and 2001. The weighted average exercise price for each category
presented is also shown in the table below:

Options
Outstanding

Weighted
Average
Exercise
PriceBalances, December 31, 2000

3,959,575

$
15.97Granted

2,964,135

$
13.29Exercised

(853,338
)
$
6.62Canceled

(711,220
)
$
20.03Balances, December 31, 2001

5,359,152

$
15.44Granted

2,722,500

$
14.18Exercised

(584,740
)
$
9.17Canceled

(443,370
)
$
15.77Balances, December 31, 2002

7,053,542

$
15.45Assumed

4,528,965

$
14.74Granted

4,697,685

$
19.92Exercised

(1,648,920
)
$
11.08Canceled

(962,108
)
$
21.41Balances, December 31, 2003

13,669,164

$
16.86


In
connection with the Company's acquisition during fiscal 2003 of Oak Technology, Inc., the Company assumed all outstanding options granted by Oak Technology, Inc. prior
to the acquisition date which converted into approximately 4.5 million Company options.

70

---

Significant
option groups outstanding as of December 31, 2003 and the related weighted average exercise price and contractual life information, are as follows:

|                 |  | Options Outstanding |  |      |  |   |       | 
|---------------- |  | ------------------- |  | ---- |  | - | ----- | 
|
|
|
|$0.09 to $11.52  |  | 3,075,284           |  | 7.43 |  | $ | 7.78  | 
|$11.54 to $12.36 |  | 1,570,398           |  | 8.62 |  | $ | 12.32 | 
|$12.74 to $20.57 |  | 4,714,107           |  | 8.98 |  | $ | 16.50 | 
|$20.63 to $27.33 |  | 4,015,315           |  | 8.51 |  | $ | 24.77 | 
|$27.50 to $46.54 |  | 294,060             |  | 6.92 |  | $ | 33.80 | 
|                 |  |                     |  |      |  |   |       | 
|Total            |  | 13,669,164          |  | 8.41 |  | $ | 16.86 | 
|                 |  |                     |  |      |  |   |       | 

1995 Employee Stock Purchase Plan

The Company's 1995 Employee Stock Purchase Plan ("ESPP") was adopted by the Company's Board of Directors in October 1995, and approved by its stockholders
in December 1995. The ESPP enables employees to purchase shares through payroll deductions at approximately 85% of the lesser of the fair value of Common Stock at the beginning of a
24-month offering period or the end of each six-month segment within such offering period. The ESPP is intended to qualify as an "employee stock purchase plan" under
Section 423 of the U.S. Internal Revenue Code. During the years ended December 31, 2003 and 2002, 119,161 and 107,596 shares were purchased by employees under the terms of the plan
agreements at a weighted average price of $13.79 and $12.94 per share, respectively. At December 31, 2003, 657,824 shares were reserved and available for issuance under this plan.

The
weighted average grant date fair value of options granted during the year ended December 31, 2003, 2002 and 2001 as defined by SFAS 123, was $15.97, $8.47, and $7.81
per share, respectively.

For
the Fair Value disclosure in Note 2 and as required under Statement of Financial Accounting Standards No. 123 ("SFAS 123"), Accounting for Stock-Based
Compensation" the fair value of each option grant is estimated on the date of grant using the Black Scholes model with the following assumptions used for options and purchase grants during the
applicable period.

|                        |  | Stock Option Plans |  | Stock Purchase Plan
|----------------------- |  | ------------------ |  | -------------------
|
|Dividend rate           |  |                   |  |                   
|Expected life (years)   |  | 5.0                |  | 5.0                
|Expected volatility     |  | 90%                |  | 92%                
|Risk-free interest rate |  | 2.9% to 3.2%       |  | 2.9% to 4.7%       

---

NOTE 11RETIREMENT PLAN

We
maintain a 401(k) Plan that covers substantially all of the Company's US employees. Participants may elect to contribute a percentage of their compensation to this plan, up to the
statutory maximum amount prescribed by the Internal Revenue Code. The Company has the ability to make a discretionary matching contribution to the 401(k) Plan based on a uniform percentage of the
employee's eligible contribution up to a maximum employer match of $2,000 per year per employee. Approximately $434,000, in matching contributions were recorded during 2003. There were no matching
contributions made during 2002 and 2001.

71

---

NOTE 12EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators of the basic and diluted loss per share computations for the periods presented (in thousands
except per share amounts):

|                |                                                           | Year ended December 31,          |        
|--------------- | --------------------------------------------------------- | -------------------------------- | -------
|
|Net loss        |                                                           | $                                | (67,978
|                |                                                           |                                  |        
|Shares:         |                                                           |                                  |        
|                | Weighted average common shares                            |                                  |        
|                | Dilutive stock options and other common stock equivalents |                                  |        
|                |                                                           |                                  |        
|                |                                                           | Dilutive potential common shares |        
|                |                                                           |                                  |        
|Loss per share: |                                                           |                                  |        
|                | Basic                                                     |                                  | $      
|                |                                                           |                                  |        
|                | Diluted                                                   |                                  | $      
|                |                                                           |                                  |        

All
stock options outstanding were excluded from the weighted average diluted earnings per share calculation for 2003 as they would have had an anti-dilutive effect as the
Company was in a loss position. For 2002, stock options to purchase 1,963,439 shares of common stock were excluded from the weighted average diluted earnings per share calculation as they would have
had an anti-dilutive effect. For 2001, all stock options outstanding and warrants to purchase common stock were excluded from the weighted average diluted earnings per share calculation as
they would had had an anti-dilutive effect due to the Company's loss position.

NOTE 13INCOME TAXES

The components of income before income taxes are as follows:

December 31,2003

2002

2001Current:Federal

$
(73,779
)
$
2,788

$
(33,478
)Foreign


7,164


4,482


(1,322
)(66,615
)

7,270


(34,800
)


72

---

The components of the provision for income taxes are as follows:

December 31,2003

2002

2001Current:Federal

$
444

$
179

$
927State


370


89


115Foreign


549


1,304


2231,363


1,572


1,265Deferred








Total income tax expense

$
1,363

$
1,572

$
1,265


The
tax provision differs from the amounts obtained by applying the statutory U.S. Federal Income Tax Rate to income taxes as shown below.

Tax provision difference

|                                             |  | December 31, |        
|-------------------------------------------- |  | ------------ | -------
|
|Tax benefit at U.S. statutory rate           |  | $            | (22,656
|Utilization of net operating loss carryovers |  |              |       
|Foreign earnings                             |  |              | (1,887 
|State taxes net of federal benefit           |  |              | 370    
|Other differences not benefited              |  |              | 7,522  
|Permanent differences                        |  |              |       
|Alternative minimum tax                      |  |              |       
|In-process research and development          |  |              | 17,569 
|Non-deductible goodwill amortization         |  |              |       
|Other                                        |  |              | 445    
|                                             |  |              |        
|Total income tax expense                     |  | $            | 1,363  
|                                             |  |              |        

Deferred
income tax assets comprise the following:

December 31,2003

2002

2001Deferred tax assets:Federal and state net operating loss carryforwards

$
96,161

$
12,117

$
16,865Tax credits


30,208





Nondeductible reserves and accruals


12,180


2,855


2,154Total deferred tax assets


138,549


14,972


19,019Deferred tax liabilities:Intangible assets


(61,971
)

(1,889
)

(4,858
)Deferred tax assets


76,578


13,083


14,161Valuation allowance


(76,578
)

(13,083
)

(14,161
)Net deferred tax assets

$


$


$



As
of December 31, 2003, the Company has NOLs of approximately $261 million for Federal and $83 million for State tax reporting purposes. The federal NOLs expire on
various dates between 2004

73

---

and
2024. The State NOLs expire between 2004 and 2009. As of December 31, 2003 the Company had tax credits of approximately $16 million for Federal and $14 million for State,
which will expire beginning in 2005. Management has recorded a full valuation allowance against all U.S. deferred tax assets on the basis that significant uncertainty exists regarding the
realizability of the assets. Approximately $17 million of valuation allowance relates to tax benefits for stock option deductions, which will be credited to equity if and when realized.

As
of December 31, 2003, the Company had not accrued income taxes on $10.2 million of accumulated undistributed earnings of its foreign subsidiaries.

The
calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company records liabilities for anticipated tax
audit issues on its estimate of whether, and the extent to which, additional taxes may be due. Actual tax liabilities may be different than the recorded estimates and could result in an additional
charge or benefit to the tax provision in the period when the ultimate tax assessment is determined.

Pursuant
to the Tax Reform Act of 1986, the amounts of and the benefit from NOLs that can be carried forward may be impaired or limited in certain circumstances, including a cumulative
stock ownership change of more than 50% over a three-year period. The Company's initial public offering resulted in a cumulative change of ownership of greater than 50%. Accordingly, the
Company's NOLs incurred prior to the completion of the IPO that can be utilized to reduce future taxable income for Federal tax purposes will be limited to approximately $3.0 million per year.
In addition approximately $214 million of the Federal net operating loss carryover and $75 million of State
net operating loss carryover relate to recent acquisitions and are subject to certain limitations under Internal Revenue Code Section 382.

The
Company's Israeli subsidiary has been granted the status of an Approved Enterprise pursuant to the Israeli law for the Encouragement of Capital Investments, 1959, as amended. The
Company has seven approved programs pursuant to this law. The first program was approved in 1984. Income subject to this program is taxed at an annual rate of 10% from the first year in which the
enterprise generates taxable income (net of NOLs). Benefits under the first program expired in 1997. The second program was approved in 1991. Income subject to this program is exempt from tax for two
years from the first year in which the Company has taxable income (net of NOLs) and is taxed at a rate of 10% thereafter. Benefits under the second program expire in 2003. The third program was
approved in 1995. Income subject to this program is exempt from tax for four years from the first year in which the Company has taxable income (net of NOLs) and is taxed at a rate of 10% during the
remaining period of six years. The fourth program was approved in 1997. Income subject to this program is exempt from tax for two years from the first year in which the Company has taxable income (net
of NOLs) and is taxed at a rate of 10% during the remaining period of eight years. Benefits under the third and fourth program are limited to fourteen years from approval or twelve years from
commencement of production. The fifth program was approved in 2000. Income subject to this program is exempt from tax for two years from the first year in which the Company has taxable income (net of
NOLs) and is taxed at a rate of 10% during the remaining period of eight years. The sixth program was approved in 2001. Income subject to this program is exempt from tax for two years from the first
year in which the Company has taxable income (net of NOLs) and is taxed at a rate of 10% during the remaining period of eight years. The seventh program was approved in 2002. Income subject to the
seventh program is exempt from tax for two years form the first year in which the Company has taxable income (net of NOLs) and is taxed at a rate of 10% during the remaining period of eight years.

The
net impact of the tax holidays was an increase in net income of $2.4 million in fiscal 2003, $369,000 in fiscal 2002 and $635,000 in fiscal 2000, and an increase in net
income/loss per share of $0.07, $0.01 and $0.03 in 2003, 2002 and 2000 respectively. There was no impact for tax holidays in 2001.

74

---

NOTE 14SEGMENT REPORTING

SFAS No. 131 establishes standards for the reporting by public business enterprises of information about operating segments, products and services,
geographic areas, and major customers. The method for determining what information to report is based on the way that management organizes the operating segments within the Company for making
operational decisions and assessments of financial performance. The Company's chief operating decision-maker is considered to be the chief executive officer ("CEO").

Subsequent
to the acquisition of Oak Technology, Inc. in 2003, based on its current organization structure, product families and markets, the Company determined it has four
reportable segments: Digital Versatile Disc (DVD), Imaging, Digital Camera (DC) and Digital Television (DTV). The DVD group provides video and audio compression and decompression products based on
MPEG, Dolby Digital and DTS standards for use in DVD players and DVD recorders. The Imaging Group provides imaging systems for the digital imaging environment, including products used in digital laser
copiers and printers as well as multifunction peripherals. The DC group focuses on video compression and decompression products based on JPEG technology and CMOS sensors. The DTV group provides highly
integrated application-specific integrated circuits, or ASICs, and system-on-a-chip, or SOC, solutions for standard and high definition digital television products
including televisions, set top boxes, personal video recorders, digital video recorders, and recordable DVD as well as platforms, drivers and software stacks for a variety of operating systems
required for these digital television products.

The
Company evaluates operating segment performance based on net revenues and operating expenses of these segments. The accounting policies of the operating segments are the same as
those described in the summary of accounting policies. No reportable segments have been aggregated.

Information
about reported segment income or loss is as follows for the years ended December 31, 2003, 2002 and 2001 (in thousands):

2003

2002

2001Net revenues:DVD

$
158,682

$
132,141

$
99,439Imaging


14,711





DC


29,227


16,211


8,270DTV


13,908


765


$
216,528

$
149,117

$
107,709Operating expenses:DVD

$
142,671

$
107,438

$
92,240Imaging


17,746





DC


27,622


23,054


17,040DTV


23,793


3,351


$
211,832

$
133,843

$
109,280Contribution Margin:DVD

$
16,011

$
24,703

$
7,199Imaging


(3,035
)




DC


1,605


(6,843
)

(8,770
)DTV


(9,885
)

(2,586
)

$
4,696

$
15,274

$
(1,571
)


75

---

A
reconciliation of the totals reported for the operating segments to the applicable line items in the consolidated financial statements for the years ended December 31, 2003,
2002 and 2001 (in thousands):

2003

2002

2001Contribution margin from operating segments

$
4,696

$
15,274

$
(1,571
)Amortization of intangibles


18,950


8,151


9,153Acquisition related expenses


1,369





Deferred stock compensation


6,281


292


544Acquired in-process research and development


50,100





33,536Total operating income (loss)

$
(72,004
)
$
6,831

$
(44,804
)


Zoran
maintains operations in the United States, Israel., Canada, United Kingdom, Germany, China, Taiwan, Korea and Japan. Activities in the United States and Israel consist of corporate
administration, product development, logistics and worldwide sales management. Other foreign operations consist of sales, product development, and technical support.

The
following distribution of net revenues for the years ended December 31, 2003, 2002 and 2001 is as follows (in thousands):

Year ended December 31,2003

2002

2001Revenue from unaffiliated customers originating from:China

$
78,542

$
46,420

$
40,639Japan


48,872


62,160


41,095Korea


40,751


14,725


1,256Taiwan


24,577


16,040


6,952Other


23,786


9,772


17,767$
216,528

$
149,117

$
107,709


76

---

The
following distribution of identifiable assets by geographic areas and property and equipment as of December 31, 2003 and 2002 are as follows (in thousands):

December 31,2003

2002Identifiable assets:U.S.

$
559,710

$
306,370Israel


44,788


35,640Canada


300


268United Kingdom


890


China


628


208Japan


4,318


38Korea


305


18Taiwan


6,402


30Other


521


44$
617,862

$
342,616Property and equipment, net:U.S.

$
12,739

$
636Israel


4,911


4,964Canada


49


129United Kingdom


444


China


412


95Japan


279


Korea


114


10Taiwan


1,000


5Other


81


9$
20,029

$
5,848


The
following table summarizes the annual percentage contribution to net revenues by customers when sales to such customers exceeded 10% of net revenues and the associated percentage of
total accounts receivable due from these customers (in thousands):

Year ended December 31,2003

2002

2001Percentage of net revenues:A

14
%
37
%
29
%B





12
%C

17
%





December 31,2003

2002Percentage of net accounts receivable:A



B

14
%
C

10
%



77

---

NOTE 15ACQUISITION

On August 11, 2003, pursuant to an Agreement and Plan of Reorganization dated as of May 4, 2003 (the "Merger Agreement") among Zoran, a wholly-owned
subsidiary of Zoran ("Merger Sub"), and Oak Technology, Inc., Oak was merged with and into Merger Sub.

The
transaction is accounted for under SFAS No. 141, "Business Combinations," using the purchase method of accounting and accordingly the results of operations of Oak have been
included in the Company's financial statements since the date of acquisition.

Zoran's
primary objective in acquiring Oak was based on the Company's belief that the combined company would benefit from the following:



The
purchase price exceeded the net assets acquired resulting in the recognition of goodwill and other intangible assets.

The
financial statements reflect a purchase price of approximately $392.7 million, determined as follows (in thousands):

Cash payments

$
100,992Fair value of common stock issued


227,462Fair value of stock options granted


57,446Acquisition costs


6,847Total consideration

$
392,747


The
cash payment and fair value of common stock issued represents the conversion of each outstanding share of Oak common stock into $1.78 in cash and 0.2323 of a share of Zoran common
stock. As a result of the acquisition, 56,737,298 shares of Oak common stock were converted into $101.0 million in cash and 13,180,074 shares of Zoran common with a fair value of
$227.5 million based on the fair market value of Zoran common stock for the period two days before and after the date on which the terms of agreement were finalized and announced, May 5,
2003.

Non-qualified
options to purchase approximately 4.5 million shares of Zoran common stock with a term of ten years were granted to Oak employees as part of the
acquisition. The corresponding fair value of these options of $57.4 million was estimated based on the fair value of the Zoran common stock as of the acquisition date using the Black-Scholes
option pricing model applying the following assumptions: expected life of 50 months, risk-free interest rate of 3.65%, expected volatility of 93% and no expected dividend yield. The
intrinsic value of the unvested options, totaling approximately

78

---

$19.2 million,
has been recorded as deferred stock compensation and will be amortized over the vesting period on a multiple option approach basis.

Acquisition
costs include $3.3 million of investment banker fees, $1.7 million of insurance costs, $1.1 million of legal and accounting fees and $0.7 million
in other acquisition related expenses.

The
purchase price allocation was as follows (in thousands):

Net assets acquired

$
65,825Deferred stock compensation


19,212In-process research and development


50,100Intangible assets


197,650Goodwill


59,960$
392,747


The
following table summarizes the estimated fair value of the tangible assets acquired and liabilities assumed at the date of acquisition (in thousands):

Cash and short-term investments

$
71,325Accounts receivable


8,086Other current assets


17,090Inventory


3,676Property, plant and equipment


13,075Other assets


816Current liabilities


(38,015
)Non-current liabilities


(10,228
)Net assets acquired

$
65,825


Tangible
assets were valued at estimates of their current fair values. The valuation of the acquired intangible assets which was based on management's estimates and considered various
factors including appraisals, resulted in a value of purchased technology of approximately $157.9 million, patents of $27.0 million, customer base of $11.5 million and trademarks
and tradenames of approximately $1.3 million. Purchased technology is being amortized over a weighted average estimated life of 4.8 years and patents, customer base, trademarks and
tradenames are being amortized over their estimated useful lives of 5 years with no residual values.

During
the period August 11, 2003 through December 31, 2003, we received payments for certain imaging software royalties that would have been reported by Oak on a
standalone basis. Because Oak historically reported these earned royalty revenues generally on a one quarter lag, purchase accounting rules require these revenues to be included in the net assets
acquired from Oak on August 11, 2003. The amount of such revenues not recorded as revenue by Zoran in fiscal 2003 totaled $7.5 million. As a result, we decreased the purchase price and
goodwill by the amount of actual payments received subsequent to the acquisition date of $3.6 million during the December 2003 quarter.

Approximately
$60.0 million of the purchase price was allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and
identifiable intangible assets acquired. In accordance with SFAS 142, "Goodwill and Other Intangible Assets", goodwill will not be amortized and will be tested for impairment at least annually.
We do not expect goodwill to be deductible for tax purposes.

Approximately
$50.1 million of the purchase price was allocated to in-process research and development which had not yet reached technological feasibility and had no
alternative future use. Accordingly, this amount was immediately expensed upon the acquisition date. This amount was

79

---

determined
using management's estimates including consultation with an independent appraiser. The in-process research and development was determined using a discounted cash flow method and
factors including projected financial results, relative risk of successful development, time-value of money and level of completion.

The
Company expects that the in-process technologies will be successfully completed by the second quarter of calendar 2005 with approximately $30.0 million in
remaining costs. At the time of acquisition, Oak had five material development projects in process as follows:



The
value of in-process research and development was determined using the multi-period excess earnings method by estimating the expected net cash flows from the projects once
commercially viable and discounting the net cash flows back to their present value using a discount rate of 22%. This rate was based on the industry segment for the technology, nature of the products
to be developed, length of time to complete the project and overall maturity and history of the development team. The net cash flows from the identified projects were based on estimates of revenue,
cost of revenue, research and development expenses, selling general and administrative expenses, and applicable income taxes. These estimates did not take into account any potential synergies that
could be realized as a result of the acquisition. Revenues for the incremental core technologies developed are expected to commence in the fourth quarter of 2005 and extend through 2011. Revenue
projections were based on estimates of market size and growth, expected trends in technology and the expected timing of new product introductions.

As
of December 31, 2003, the Company has incurred approximately $5.6 million of the estimated $30.0 million in remaining costs to complete the development of the
in-process projects. As of December 31, 2003, there have been no material variations from the underlying assumptions that were used in the original computation of the value of the
acquired in-process research and development.

The
following unaudited pro forma financial information presents the combined results of operations of Zoran and Oak as if the acquisition had occurred as of the beginning of fiscal
2003, 2002 and 2001, after giving effect to certain adjustments, including amortization of intangibles. The in-process research and development charge of $50.1 million is not
reflected in the unaudited pro forma combined condensed statement of operations. The unaudited pro forma financial information does not necessarily reflect the results of operations that would have
occurred had the combined

80

---

companies
constituted a single entity during such periods, and is not necessarily indicative of results which may be obtained in the future.

Year ended December 31,2003

2002In thousands except for per share data:Pro forma revenues

$
275,658

$
284,770Pro forma net loss

$
(73,247
)
$
(83,628
)Pro forma net loss per share:Basic

$
(1.77
)
$
(2.08
)Diluted

$
(1.77
)
$
(2.08
)


NOTE 16RELATED PARTY TRANSACTIONS

In January 1996, the Company spun off its wholly-owned subsidiary, Oren Semiconductor, to the Company's stockholders. One of the Company's executive is
also a member of Oren's board of directors. In December 2002, the Company entered into a technology license agreement with Oren. Under the license arrangement the Company agreed to pay Oren a
license fee totaling $675,000. There are no royalties associated with this agreement. During 2003, Zoran made a minority investment in Oren by making a capital contribution of $3.5 million.

NOTE 17SUBSEQUENT EVENT

On March 11, 2004, Zoran and Oak filed a complaint with the United States International Trade Commission alleging that certain MediaTek DVD player and
optical disk controller chips and chipsets, and products in which they are used, infringe Zoran's and Oak's patents. In addition to MediaTek, the complaint names 10 other proposed defendants that sell
products, including DVD players and PC optical storage devices that use MediaTek's chips and chipsets. The other proposed defendants are ASUSTek Computer, Inc., Creative Labs, Inc.,
Creative Technology, Ltd., Jiangsu Shinco Electronic Group Co., Ltd., LITE-ON Information Technology Corporation, Mintek Digital, Shinco International AV Co., Ltd.,
TEAC Corporation, TEAC America, Inc, and Terapin Technology Corporation. The complaint requests that the ITC institute an immediate investigation of the accused products and issue exclusion and cease
and desist orders prohibiting the importation into the United States of the infringing MediaTek devices and products that contain them. Zoran expects the ITC to determine whether to institute the
proceeding in approximately 30 days.

On
March 15, 2004, Zoran and Oak filed a complaint against MediaTek and Mintek Digital in the United States District Court, Central District of California alleging similar facts
regarding infringement by MediaTek's chips and chipsets and products in which they are used. The lawsuit seeks both monetary damages and an injunction to stop the importation and sale of infringing
products.

81

---



ZORAN CORPORATION  SELECTED QUARTERLY FINANCIAL INFORMATION  (Unaudited)

|                                                 |  | Three Months Ended |        
|------------------------------------------------ |  | ------------------ | -------
|
|
|Total revenues                                   |  | $                  | 66,544 
|Gross profit                                     |  | $                  | 28,824 
|Operating income (loss)                          |  | $                  | (18,788
|Net income (loss)                                |  | $                  | (17,765
|Basic net income (loss) per share(1)             |  | $                  | (0.42  
|Diluted net income (loss) per share(1)           |  | $                  | (0.42  
|Shares used in basic per share calculations(1)   |  |                    | 42,247 
|Shares used in diluted per share calculations(1) |  |                    | 42,247 

---

82

---



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

Not
applicable.

Item 9AControls and Procedures

Disclosure Controls and Procedures.Under the supervision and with the participation of our management, including our Chief
Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this annual report, except to the extent they may have been affected by the internal control issues discussed below.

Internal Control Over Financial Reporting.In connection with our year-end closing process and the audit of our financial
statements for the year ended December 31, 2003, we reviewed the nature, timing and accounting treatment of obligations to certain customers. As a result of the review, we determined that a
substantial portion of these obligations were related to transactions prior to the fourth quarter. However, since the impact on any given period would have been immaterial, we recorded a charge of
$1.3 million against revenues in the fourth quarter to reflect these obligations.

In
connection with its audit, our independent auditors, PricewaterhouseCoopers LLP, advised management and our Audit Committee that they considered our lack of formal policies and
internal communications surrounding the administration and documentation of certain contractual arrangements
with customers, including the contractual arrangements to which the obligations discussed in the prior paragraph relate, to constitute material weaknesses in our internal control over financial
reporting. Both management and our Audit Committee have conducted a review of these matters. As a result of these reviews, we have implemented additional controls and procedures to improve the
administration and documentation of certain contractual arrangement with our customers. We believe that these additional controls and procedures address the weaknesses noted and that our current
internal controls are sufficient to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.

83

---



PART III

Certain information required by Part III is omitted from this report in that the Company intends to file its definitive proxy statement pursuant to
Regulation 14A (the "Proxy Statement") not later than 120 days after the end of the fiscal year covered by this report and certain information therein is incorporated herein by
reference.

Item 10Directors and Executive Officers of the Registrant

The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the heading "Proposal
No. 1Election of Directors" and in Part I of this Report under the heading "Executive Officers of the Registrant."

The
information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to information set forth in
the Proxy Statement under the heading "Section 16(a) Beneficial Ownership Reporting Compliance."

Item 11Executive Compensation

The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the heading "Executive Compensation."

Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the headings "Principal Stockholders and
Share Ownership by Management" and "Equity Compensation Plan Information."

Item 13Certain Relationships and Related Transactions

The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the heading "Certain Transactions."

Item 14Principal Accounting Fees and Services

The information required by this Item is incorporated by reference to information set forth in the proxy statement under the heading "Fees Paid to
PricewaterhouseCoopers LLP."

84

---



PART IV

Item 15Exhibits, Financial Statement Schedules and Reports on Form 8-K





None

85

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|Dated: March 15, 2004 | ZORAN CORPORATION
|--------------------- | -----------------
|                      | By:              

Pursuant
to the requirements of the Security Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.

|Signature                                 |  | Title                                                                                                   |  | Date          
|----------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | --------------
|/s/LEVY GERZBERGLevy Gerzberg             |  | President, Chief Executive Officer and Director (Principal Executive Officer)                           |  | March 15, 2004
|/s/KARL SCHNEIDERKarl Schneider           |  | Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) |  | March 15, 2004
|/s/UZIA GALILUzia Galil                   |  | Chairman of the Board of Directors                                                                      |  | March 15, 2004
|/s/JAMES D. MEINDLJames D. Meindl         |  | Director                                                                                                |  | March 15, 2004
|/s/JAMES B. OWENS, JR.James B. Owens, Jr. |  | Director                                                                                                |  | March 15, 2004
|/s/DAVID RYNNEDavid Rynne                 |  | Director                                                                                                |  | March 15, 2004
|/s/PETER SIMONEPeter Simone               |  | Director                                                                                                |  | March 15, 2004
|/s/ARTHUR B. STABENOWArthur B. Stabenow   |  | Director                                                                                                |  | March 15, 2004
|/s/PHILIP M. YOUNGPhilip M. Young         |  | Director                                                                                                |  | March 15, 2004

86

---



EXHIBIT INDEX

|Exhibit
Number |     | Exhibit Title                                                                                                                                                                                                                                                                                              
|-------------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | (1) | Form of Restated Certificate of Incorporation of the Registrant.                                                                                                                                                                                                                                           
|3.2            | (2) | Amended Bylaws of the Registrant.                                                                                                                                                                                                                                                                          
|4.1            | (3) | Amended and Restated Stock Rights Agreement dated July 30, 1993 among the Registrant and certain of its stockholders, as amended.                                                                                                                                                                          
|*10.1          | (4) | 1993 Stock Option Plan, as amended.                                                                                                                                                                                                                                                                        
|*10.2          | (4) | 1995 Outside Directors Stock Option Plan.                                                                                                                                                                                                                                                                  
|*10.3          | (4) | Amended and Restated 1995 Employee Stock Purchase Plan.                                                                                                                                                                                                                                                    
|*10.4          | (3) | Form of Indemnity Agreement for officers and directors.                                                                                                                                                                                                                                                    
|10.7           | (3) | Letter Agreement dated December 16, 1991 between the Registrant and Dolby Laboratories Licensing Corporation, as amended.                                                                                                                                                                                  
|10.11          | (3) | Lease Agreement dated October 1, 1992 between the Registrant's subsidiary, Zoran Microelectronics Ltd. ("ZML"), and Matam-Haifa Scientific Industries Center Ltd. ("Matam").                                                                                                                               
|10.12         | (3) | License Agreement for ZR33891 Digital Filter Processor dated June 8, 1995 between the Registrant and Atmel Corporation ("Atmel").                                                                                                                                                                          
|10.13         | (3) | License Agreement for ZR34325 Vector Signal Processor dated June 8, 1995 between the Registrant and Atmel.                                                                                                                                                                                                 
|10.14         | (3) | Cooperation and Project Funding Agreement dated June 16, 1991 between ZML and the Israel-United States Binational Industrial Research and Development Foundation ("BIRDF").                                                                                                                                
|10.15         | (3) | Cooperation and Project Funding Agreement dated June 9, 1992 between ZML and BIRDF.                                                                                                                                                                                                                        
|10.16          | (3) | Note of Approval No. 17391 dated September 5, 1994 issued to ZML by the Office of Chief Scientist, Head of the Industrial Research and Development Administration of the Israeli Ministry of Industry and Trade (the "Chief Scientist"), together with
ZML's Letter of Undertaking dated September 4, 1994.
|10.17          | (3) | Note of Approval No. 17337 dated September 5, 1994 issued to ZML by the Chief Scientist, together with ZML's Letter of Undertaking dated September 4, 1994.                                                                                                                                                
|10.18          | (3) | Loan Agreements dated July 25, 1995, August 1, 1995, August 15, 1995, August 31, 1995 and November 1, 1995 between ZML and the Israel Discount Bank.                                                                                                                                                       
|10.29          | (5) | Summary of Discussion dated April 23, 1996 between ZML and Matam regarding Lease Agreement dated October 1, 1992 between ZML and Matam.                                                                                                                                                                    
|10.30          | (6) | Memorandum of Understanding Dated April 23, 1996 between ZML and IBM Israel Ltd. regarding Lease Agreement dated October 1, 1992 between ZML and Matam.                                                                                                                                                    
|10.33          | (7) | Sub-Sublease dated April 1, 1997 between the Registrant and Integrated Silicon Solutions, Inc.                                                                                                                                                                                                             
|10.35          | (8) | Agreement for Purchase and Sale of Assets between the Registrant and MGI Software Corp. dated June 15, 1999.                                                                                                                                                                                               
|10.36          | (9) | Unprotected Tenancy Agreement dated September 16, 1997 between ZML and Matam, together with Appendix Addendum to Unprotected Tenancy Agreement of 16.9.97.                                                                                                                                                 
|               |     |                                                                                                                                                                                                                                                                                                            

87

---

|10.37  | (1)  | Addendum to sub-sublease dated April 1, 1997 between the Registrant Integrated Silicon Solution, Inc.                                                                                                          
|------ | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.38 | (10) | Form of Amendment of Nonstatutory Stock Option Agreement for Outside Directors.                                                                                                                                
|10.39  | (11) | 2000 Nonstatutory Stock Option Plan.                                                                                                                                                                           
|*10.40 | (11) | Executive Retention and Severence Plan.                                                                                                                                                                        
|*10.41 | (12) | Employment Agreement, dated as of May 4, 2003, by and between Registrant and Young K. Sohn.                                                                                                                    
|10.42  | (13) | Sublease dated June 18, 2001 between Yahoo! Inc. and Oak Technology, Inc.                                                                                                                                      
|*10.43 | (13) | Amended and Restated 1995 Employee Stock Purchase Plan.                                                                                                                                                        
|10.44  | (14) | Oak Technology, Inc. 1994 Stock Option Plan (as amended and restated).                                                                                                                                         
|10.45  | (15) | Oak Technology, Inc. 1994 Outside Directors' Stock Option Plan (as Amended and Restated November 21, 2002).                                                                                                    
|*10.46 | (13) | Form of Oak Technology, Inc. Outside Directors' Non-Qualified Stock Option Agreement for the 1994 Stock Option Plan and 1994 Outside Director's Stock Option Plan entered into by David Rynne and Peter Simone.
|10.47  | (16) | Asset purchase agreement between Oak Technology, Inc., and Sunplus Technology, Co. LTC. dated April 3, 2003.                                                                                                   
|23.1   |      | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                         
|31.1   |      | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                       
|31.2   |      | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                       
|32.1   |      | Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                           
|32.2   |      | Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                           

---

88

---

89

---

QuickLinks