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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2003.



OR



| ̈ |  | 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 (000-25865)



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COPPER MOUNTAIN NETWORKS, INC.

(Exact name of
registrant as specified in its charter)



|Delaware                                                       |  | 33-0702004                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



1850
Embarcadero Road, Palo Alto, California 94303

(650) 687-3300

(Address, including zip code, and telephone number, including area code, of principal executive offices)



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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  x  No ̈



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



The number of shares outstanding of the issuers common stock, $.001 par value, as of April 24, 2003 was 5,888,224.



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COPPER MOUNTAIN NETWORKS, INC.



INDEX



|                                                                                                 
|-------------------------------------------------------------------------------------------------
|                                                                                                 
|                                                                                                 
|Part I.    Financial Information                                                                 
|                                                                                                 
|Item 1.    Financial Statements                                                                  
|                                                                                                 
|Condensed Balance Sheets at March 31, 2003 and December 31, 2002                                 
|                                                                                                 
|Condensed Statements of Operations for the three months ended March 31, 2003 and 2002            
|                                                                                                 
|Condensed Statement of Stockholders Equity for the three months ended March 31, 2003            
|                                                                                                 
|Condensed Statements of Cash Flows for the three months ended March 31, 2003 and 2002            
|                                                                                                 
|Notes to Condensed Financial Statements                                                          
|                                                                                                 
|Item 2.    
Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                                                                 
|Item 3.    
Quantitative and Qualitative Disclosures About Market Risk                           
|                                                                                                 
|Item 4.    
Controls and Procedures                                                              
|                                                                                                 
|Part II.    Other Information                                                                    
|                                                                                                 
|Item 1.    
Legal Proceedings                                                                    
|                                                                                                 
|Item 4.    
Submission of Matters to a Vote of Security Holders                                  
|                                                                                                 
|Item 6.    
Exhibits and Reports on Form 8-K                                                     



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COPPER MOUNTAIN NETWORKS, INC.



CONDENSED BALANCE SHEETS

(in thousands)



|                                                                                   |  | March 31, 2003 |          |   | December 31, 2002 |  
|---------------------------------------------------------------------------------- |  | -------------- | -------- | - | ----------------- | -
|                                                                                   |  | (Unaudited)    |          |   |                   |  
|ASSETS                                                                             |  |                |          |   |                   |  
|Current assets:                                                                    |  |                |          |   |                   |  
|Cash and cash equivalents                                                          |  | $              | 16,995   |   |                   | $
|Short-term marketable investments                                                  |  |                | 18,178   |   |                   |  
|Accounts receivable, net                                                           |  |                | 1,373    |   |                   |  
|Inventory, net                                                                     |  |                | 1,340    |   |                   |  
|Other current assets                                                               |  |                | 1,477    |   |                   |  
|                                                                                   |  |                |          |   |                   |  
|Total current assets                                                               |  |                | 39,363   |   |                   |  
|Property and equipment, net                                                        |  |                | 4,636    |   |                   |  
|Other assets                                                                       |  |                | 624      |   |                   |  
|                                                                                   |  |                |          |   |                   |  
|Total assets                                                                       |  | $              | 44,623   |   |                   | $
|                                                                                   |  |                |          |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                               |  |                |          |   |                   |  
|Current liabilities:                                                               |  |                |          |   |                   |  
|Accounts payable                                                                   |  | $              | 1,709    |   |                   | $
|Accrued restructuring costs                                                        |  |                | 2,510    |   |                   |  
|Accrued liabilities                                                                |  |                | 3,903    |   |                   |  
|Current portion of obligations under capital leases and equipment notes payable    |  |                | 2,649    |   |                   |  
|                                                                                   |  |                |          |   |                   |  
|Total current liabilities                                                          |  |                | 10,771   |   |                   |  
|Obligations under capital leases and equipment notes payable, less current
portion |  |                | 79       |   |                   |  
|Accrued restructuring costs                                                        |  |                | 2,600    |   |                   |  
|Other accrued                                                                      |  |                | 463      |   |                   |  
|Stockholders equity:                                                              |  |                |          |   |                   |  
|Common stock                                                                       |  |                | 6        |   |                   |  
|Additional paid in capital                                                         |  |                | 246,416  |   |                   |  
|Deferred compensation                                                              |  |                | (627     | ) |                   |  
|Accumulated deficit                                                                |  |                | (215,085 | ) |                   |  
|                                                                                   |  |                |          |   |                   |  
|Total stockholders equity                                                         |  |                | 30,710   |   |                   |  
|                                                                                   |  |                |          |   |                   |  
|Total liabilities and stockholders equity                                         |  | $              | 44,623   |   |                   | $
|                                                                                   |  |                |          |   |                   |  



See
accompanying notes to condensed financial statements



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COPPER MOUNTAIN NETWORKS, INC.



CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                                                                                             |  | Three Months Ended March 31, |       
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------
|                                                                                                                                                             |  | 2003                         |       
|Net revenue                                                                                                                                                  |  | $                            | 3,571 
|Cost of revenue                                                                                                                                              |  |                              | 976   
|                                                                                                                                                             |  |                              |       
|Gross margin                                                                                                                                                 |  |                              | 2,595 
|Operating expenses:                                                                                                                                          |  |                              |       
|Research and development                                                                                                                                     |  |                              | 3,437 
|Sales and marketing                                                                                                                                          |  |                              | 1,722 
|General and administrative                                                                                                                                   |  |                              | 2,049 
|Amortization of deferred stock compensation*                                                                                                                 |  |                              | 632   
|Recovery of bad debt                                                                                                                                         |  |                              | (689  
|                                                                                                                                                             |  |                              |       
|Total operating expenses                                                                                                                                     |  |                              | 7,151 
|                                                                                                                                                             |  |                              |       
|Loss from operations                                                                                                                                         |  |                              | (4,556
|Other income (expense):                                                                                                                                      |  |                              |       
|Interest and other income                                                                                                                                    |  |                              | 103   
|Interest expense                                                                                                                                             |  |                              | (87   
|                                                                                                                                                             |  |                              |       
|Net Loss                                                                                                                                                     |  | $                            | (4,540
|                                                                                                                                                             |  |                              |       
|Basic and diluted net loss per share                                                                                                                         |  | $                            | (0.82 
|                                                                                                                                                             |  |                              |       
|Basic and diluted common equivalent shares                                                                                                                   |  |                              | 5,562 
|                                                                                                                                                             |  |                              |       
|*       The following table shows how the Companys deferred stock compensation would be allocated to cost of revenue and the respective expense categories:
|                                                                                                                                                            
|Cost of revenue                                                                                                                                              |  | $                            | 43    
|Research and development                                                                                                                                     |  |                              | 320   
|Sales and marketing                                                                                                                                          |  |                              | 132   
|General and administrative                                                                                                                                   |  |                              | 137   
|                                                                                                                                                             |  |                              |       
|Total                                                                                                                                                        |  | $                            | 632   
|                                                                                                                                                             |  |                              |       



See
accompanying notes to condensed financial statements.





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COPPER MOUNTAIN NETWORKS, INC.



CONDENSED STATEMENT OF STOCKHOLDERS EQUITY

(in thousands)

(unaudited)





|                                                                   |  | Common Stock     |   | Additional Paid in Capital |        |   | Deferred Compensation |   |         | Accumulated Deficit |  |   | Total Stockholders Equity |  
|------------------------------------------------------------------ |  | ---------------- | - | -------------------------- | ------ | - | --------------------- | - | ------- | ------------------- |  | - | -------------------------- | -
|                                                                   |  | Number of Shares |   |                            | Amount |   |                       |   |        
|Balance at January 1, 2003                                         |  | 5,852            |   |                            | $      | 6 |                       | $ | 245,667 |                     |  | $ | (621                       | )
|Adjustment of deferred compensation related to options outstanding |  |                 |   |                            |        |  |                       |   | 681     |                     |  |   | (681                       | )
|Amortization related to deferred stock compensation                |  |                 |   |                            |        |  |                       |   |        |                     |  |   | 632                        |  
|Common stock issued under Employee Stock Purchase Plan             |  | 18               |   |                            |        |  |                       |   | 54      |                     |  |   |                           |  
|Exercise of options to purchase common stock                       |  | 23               |   |                            |        |  |                       |   | 57      |                     |  |   |                           |  
|Cancellation of restricted common stock                            |  | (4               | ) |                            |        |  |                       |   | (43     | )                   |  |   | 43                         |  
|Net loss                                                           |  |                 |   |                            |        |  |                       |   |        |                     |  |   |                           |  
|                                                                   |  |                  |   |                            |        |   |                       |   |         |                     |  |   |                            |  
|Balance at March 31, 2003                                          |  | 5,889            |   |                            | $      | 6 |                       | $ | 246,416 |                     |  | $ | (627                       | )
|                                                                   |  |                  |   |                            |        |   |                       |   |         |                     |  |   |                            |  



See
accompanying notes to condensed financial statements





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COPPER MOUNTAIN NETWORKS, INC.



CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                            |  | Three Months Ended March 31, |       
|--------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                            |  | 2003                         |       
|Cash flows from operating activities:                                       |  |                              |       
|Net loss                                                                    |  | $                            | (4,540
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                              |       
|Depreciation and amortization                                               |  |                              | 1,434 
|Non-cash compensation                                                       |  |                              | 632   
|Realized gain on marketable investment                                      |  |                              |      
|Changes in operating assets and liabilities:                                |  |                              |       
|Accounts receivable, net                                                    |  |                              | (372  
|Inventory, net                                                              |  |                              | (286  
|Other current assets and other assets                                       |  |                              | (39   
|Adverse purchase commitment                                                 |  |                              |      
|Accounts payable and accrued liabilities                                    |  |                              | (850  
|Accrued restructuring costs                                                 |  |                              | (532  
|                                                                            |  |                              |       
|Net cash used in operating activities                                       |  |                              | (4,553
|                                                                            |  |                              |       
|Cash flows from investing activities:                                       |  |                              |       
|(Purchases)Maturities of marketable investments, net                        |  |                              | (3,662
|Purchases of property and equipment                                         |  |                              | (87   
|                                                                            |  |                              |       
|Net cash (used)provided by investing activities                             |  |                              | (3,749
|                                                                            |  |                              |       
|Cash flows from financing activities:                                       |  |                              |       
|Payments on capital leases and equipment notes payable                      |  |                              | (806  
|Proceeds from issuance of common stock, net                                 |  |                              | 110   
|                                                                            |  |                              |       
|Net cash used in financing activities                                       |  |                              | (696  
|                                                                            |  |                              |       
|Net (decrease)increase in cash and cash equivalents                         |  |                              | (8,998
|Cash and cash equivalents at beginning of period                            |  |                              | 25,993
|                                                                            |  |                              |       
|Cash and cash equivalents at end of period                                  |  | $                            | 16,995
|                                                                            |  |                              |       
|Supplemental information:                                                   |  |                              |       
|Interest paid                                                               |  | $                            | 87    
|                                                                            |  |                              |       



See
accompanying notes to condensed financial statements



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NOTE 1General



In managements opinion, the accompanying unaudited
financial statements for Copper Mountain Networks, Inc. (the Company) for the three months ended March 31, 2003 and 2002 have been prepared in accordance with generally accepted accounting principles for interim financial statements and
include all adjustments that the Company considers necessary for a fair presentation of its financial position, results of operations, and cash flows for such periods. However, the accompanying financial statements do not contain all of the
information and footnotes required by generally accepted accounting principles for complete financial statements. All such financial statements are unaudited except for the December 31, 2002 balance sheet. This quarterly report and the accompanying
financial statements should be read in conjunction with the Companys audited financial statements and notes thereto presented in its Annual Report on Form 10-K for the year ended December 31, 2002 (the 2002 Annual Report).
Footnotes which would substantially duplicate the disclosures in the Companys audited financial statements for the year ended December 31, 2002 contained in the 2002 Annual Report have been omitted. The interim financial information contained
in this quarterly report is not necessarily indicative of the results to be expected for any other interim period or for the full year ending December 31, 2003.



Investments In Marketable Securities



At March 31, 2003, the Company held investments in investment grade debt and money market securities with various maturities
through September 2003. Management determines the appropriate classification of the Companys investments in debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. The Companys total
investments in these securities as of March 31, 2003 totaled $18.2 million. These debt securities have been classified as short-term marketable investments as they have original maturities of more than 90 days. The fair value of the Companys
total investments in marketable securities based upon the closing market prices of such securities on March 31, 2003 approximated the carrying value. The Company has designated all of its investments held on March 31, 2003 as held-to-maturity.



Investment In Sales-Type Leases



During the year ended December 31, 2000, the Company entered into an $8.6
million credit facility with a customer for the purchase of the Companys equipment under a capital lease agreement. During 2001, the Company received the lessees quarterly lease payments; however, as a result of the continuing
deterioration of the lessees financial position, the Company took a $2.6 million charge to reduce the carrying value of the lease receivable. The Company received the lessees quarterly lease payments totaling $0.7 million for the three
months ended March 31, 2003 and 2002, which is included in recovery of bad debt.



Concentration of Credit Risk



A
relatively small number of customers account for a significant percentage of the Companys revenues. The Company expects that the sale of its products to a limited number of customers may continue to account for a high percentage of revenues
for the foreseeable future. The Companys revenues for the three months ended March 31, 2003 include revenue recognized from three significant customers totaling $1.1 million or 32% (international customer), $0.6 million or 16%, and $0.4
million or 11% (reseller) of net revenue. The Companys revenues for the three months ended March 31, 2002 include revenue recognized from three significant customers totaling $0.5 million or 18%, $0.4 million (international customer) or 15%,
and $0.4 million or 12% of net revenue.



The Company performs
ongoing credit evaluations of its customers and generally requires no collateral. The Company had significant accounts receivable balances due from three customers individually representing 42%, 25% and 10% of total accounts receivable at March 31,
2003.



The Company from time to time maintains a substantial
portion of its cash and cash equivalents in money market accounts with one financial institution. The Company invests its excess cash in debt instruments of



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the U.S. Treasury, governmental agencies and corporations with strong credit ratings. The Company has established guidelines relative to
diversification and maturities that attempt to maintain safety and liquidity.



Inventory



Inventory is stated at the
lower of cost, principally standard costs, which approximates actual costs on a first-in, first-out basis, or market. During the three months ended March 31, 2003 the Company sold CE200 access concentrators and related line cards that had been
previously written down by $5.4 million.



New Accounting
Standards



In July 2002, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (FAS 146). This statement supercedes Emerging Issues Task Force Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring) (EITF 94-3). FAS 146 requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost was recognized at the date of an entitys commitment to an exit plan. FAS 146 is effective for exit or disposal activities that are initiated
after December 31, 2002. Adoption of FAS 146 has not had a material impact on results of operations.



NOTE 2Management Estimates and Assumptions



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Some examples include provisions for returns; bad debts; excess inventory
and adverse purchase commitments; restructuring; and the ultimate outcome of litigation. Actual results could differ from those estimates.



NOTE 3Net Loss Per Share



Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period including
any dilutive common stock equivalents.



Common stock equivalents
of 0.6 million and 0.3 million for the three month period ended March 31, 2003 and 2002, respectively, were excluded from the calculation because of their anti-dilutive effect.



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NOTE 4Composition of
Certain Balance Sheet Captions (in thousands)



|                                      |  | March 31,   |         |   | December 31, |  
|------------------------------------- |  | ----------- | ------- | - | ------------ | -
|                                      |  | 2003        |         |   | 2002         |  
|                                      |  | (Unaudited) |         |   |              |  
|Inventory:                            |  |             |         |   |              |  
|Raw materials                         |  | $           | 42,538  |   |              | $
|Work in process                       |  |             | 2,238   |   |              |  
|Finished goods                        |  |             | 4,064   |   |              |  
|Allowance for excess and obsolescence |  |             | (47,500 | ) |              |  
|                                      |  |             |         |   |              |  
|                                      |  | $           | 1,340   |   |              | $
|                                      |  |             |         |   |              |  
|Accrued liabilities:                  |  |             |         |   |              |  
|Accrued compensation                  |  | $           | 1,259   |   |              | $
|Accrued legal settlement              |  |             |        |   |              |  
|Accrued warranty                      |  |             | 300     |   |              |  
|Accrued paid time off                 |  |             | 765     |   |              |  
|Deferred revenue                      |  |             | 464     |   |              |  
|Other                                 |  |             | 1,115   |   |              |  
|                                      |  |             |         |   |              |  
|                                      |  | $           | 3,903   |   |              | $
|                                      |  |             |         |   |              |  



NOTE
5Restructuring



The Company has had three
restructurings since March 2001. These restructurings resulted in the Company adopting business plans to re-size its business to reflect current and expected business conditions. As of March 31, 2003, all of the restructuring plans have been
completed. As a result of the adoption of these plans, the Company recorded total charges of approximately $21.8 million. These charges primarily relate to: consolidation of the Companys continuing operations resulting in impairment of assets;
anticipated losses on disposition of assets and excess lease costs; and the elimination of job responsibilities, resulting in costs incurred for employee severance.



The remaining balances of the accrued restructuring charges are as follows (in 000s):



|                                    |  | Cash/ Non-cash |  | Balance at January 1, 2003 |       | Activity |   |      | Balance at March 31, 2003
|----------------------------------- |  | -------------- |  | -------------------------- | ----- | -------- | - | ---- | -------------------------
|Excess lease costs                  |  | Cash           |  | $                          | 5,567 |          | $ | (457 | )                        
|Elimination of job responsibilities |  | Cash           |  |                            | 75    |          |   | (75  | )                        
|                                    |  |                |  |                            |       |          |   |      |                          
|                                    |  |                |  | $                          | 5,642 |          | $ | (532 | )                        
|                                    |  |                |  |                            |       |          |   |      |                          



NOTE
6Litigation and Claims



On October 20, 2000, a Copper
Mountain stockholder, Ariel Hernandez, on behalf of himself and purportedly on behalf of a class of Company stockholders, filed a complaint in the United Stated District Court for the Northern District of California (the Northern
District) against the Company and two officers of the Company, alleging violations of the federal securities laws arising out of recent declines in the Companys stock price. Thereafter, approximately twenty-three similar complaints were
filed in the Northern District, along with two related derivative actions against the Company and its directors in Delaware and California Superior Court (the Complaints). The Complaints allege claims in connection with various alleged
statements and omissions to the public and to the securities markets. The Northern District Complaints have been consolidated into a single action identified as Copper Mountain Networks Securities Litigation, case number C-00-3894-VRW. The Company
filed a motion to dismiss the Northern District Complaints, which was heard on November 29, 2001. The Court has taken the motion to dismiss off calendar, due to the writ petition that was decided by the Ninth Circuit concerning the appointment of
lead



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plaintiff. The Complaints have been tendered to the Companys insurance carrier. No discovery has been conducted.



In December 2001, the Company and certain of its officers and directors were
named as defendants in a class action shareholder complaint filed in the United States District Court for the Southern District of New York, now captioned Copper Mountain Networks, Inc. Initial Public Offering Securities Litigation, Case No.
01-CV-10943. In the complaint, the plaintiffs allege that the Company, certain of its officers and directors and the underwriters of its initial public offering (IPO) violated the federal securities laws because the Companys IPO
registration statement and prospectus contained untrue statements of material fact or omitted material facts regarding the compensation to be received by, and the stock allocation practices of, the IPO underwriters. The plaintiffs seek unspecified
monetary damages and other relief. Similar complaints were filed in the same court against hundreds of other public companies that conducted IPOs of their common stock since the mid-1990s (collectively, the IPO Lawsuits).



On August 8, 2001, the IPO Lawsuits were consolidated for pretrial purposes
before United States Judge Shira Scheindlin of the Southern District of New York. Judge Scheindlin held an initial case management conference on September 7, 2001, at which time she ordered, among other things, that the time for all defendants to
respond to any complaint be postponed until further order of the court. Thus, the Company has not been required to answer the complaint, and no discovery has been served on the Company. In accordance with Judge Scheindlins orders at further
status conferences in March and April, the appointed lead plaintiffs counsel filed amended, consolidated complaints in the IPO Lawsuits on April 19, 2002. Defendants then filed a global motion to dismiss the IPO Lawsuits on July 15, 2002, as
to which the Court does not expect to issue a decision until early 2003. On October 9, 2002, the Court entered an order dismissing the Companys named officers and directors from the IPO Lawsuits without prejudice, pursuant to an agreement
tolling the statute of limitations with respect to these officers and directors until September 30, 2003.



On July 15, 2002, the Company joined in a global motion to dismiss filed by all issuers in the IPO Lawsuits. The Court decided the motion on February 19, 2003. As to the Company, the Court denied the
motion to dismiss the claims against the Company brought pursuant to Section 11 of the Securities Act of 1933 and Section 10(b) of the Exchange Act of 1934. The Company believes that this litigation is without merit and intends to defend against it
vigorously.



On or about January 16, 2001, NorthPoint
Communications, Inc., and related companies (collectively, NorthPoint), filed voluntary petitions under Chapter 11 of the Bankruptcy Code, initiating bankruptcy proceedings in United States Bankruptcy Court (Bankruptcy Court)
for the Northern District of California, San Francisco Division (the Bankruptcy Cases). NorthPoint was a customer of the Company. The Bankruptcy Cases were converted to cases under Chapter 7 of the Bankruptcy Code on June 12, 2001. The
Company timely filed a proof of claim against NorthPoint in an amount not less than U.S. $10,433,082.35 arising from, without limitation, prepetition unsecured claims under certain executory equipment purchase and software licensing agreements, a
marketing and development agreement, and service agreements, which have been rejected. Pursuant to the settlement discussed below, a final order has been entered by the Bankruptcy Court allowing the Companys prepetition claim in the amount of
$10,433,082.35 as a general unsecured claim (the Copper Mountain Claim). It is not clear at this time whether or to what extent there may be assets available to provide any payments on account of the Copper Mountain Claim. In April 2002,
the Company assigned the claim in the amount of $10.4 million to a third party in exchange for $1.4 million. The resulting gain of $1.4 million recognized on the sale of the claim was included in recovery of bad debt for the three months ended June
30, 2002.



On or about November 18, 2002, the Company received a
letter from counsel for the Trustee of NorthPoints Chapter 7 Bankruptcy Estate (Trustee). In the letter, Trustees counsel alleged that the Company had received $13,357,590 in preferential payments from NorthPoint, and that
under the provisions of Bankruptcy Code sections 547 and 550 the Trustee was entitled to recover these amounts from the Company. However, no adversary proceeding was initiated by the Trustee against the Company. The Company and the Trustee, through
counsel, agreed in writing to toll the statute of limitations for a specified period to give the parties time to determine whether there was any basis for settling the matter short of litigation. Ultimately, the Company and the Trustee entered into
a Settlement And Release



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Agreement dated March 26, 2003, pursuant to which the Company paid the Trustee the sum of $900,000, the Copper Mountain Claim was allowed as
discussed above, and the parties mutually released each other from other claims subject to certain conditions and Bankruptcy Court approval (the Settlement). On April 21, 2003, the Bankruptcy Court entered an order approving the
Settlement, and that order became final on May 2, 2003.



On
November 22, 2002, a derivative complaint alleging securities fraud against certain current and former Copper Mountain officers and directors, titled Aaron v. Gilbert, et. al., No. 812877, was filed in Santa Clara Superior Court. On January 31,
2003, the plaintiffs stipulated to consolidate the case with another derivative complaint pending in Santa Clara Superior Court, Czajowski v. Gilbert et. al, No. 797885. All parties have agreed to stay both the Aaron matter and the Czajowski matter
pending resolution of the Northern District Complaints.



The
Company incident to its business activities is party to other legal proceedings and claims. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Consequently, management is unable to ascertain the ultimate
aggregate amount of monetary liability, amounts which may be covered by insurance, or the financial impact with respect to these matters as of March 31, 2003. However, management believes that the final resolution of these matters, individually and
in the aggregate, will not have a material adverse impact upon the Companys financial position, results of operations or cash flows.



NOTE 7Stock Based Compensation



The Company has elected to follow APB Opinion No. 25, Accounting for Stock Issued to Employees to account for their employee stock option
plans. Under APB No. 25, when the exercise price of the Companys employee stock options equals the fair value price of the underlying stock on the date of grant, no compensation expense is recognized in the Companys financial statements.
Deferred compensation on repriced options and restricted stock grants are being amortized to expense in accordance with FASB Interpretation No. 28 over the vesting period of the individual options, generally four years.



Had compensation cost for the Companys stock-based compensation plans
been determined consistent with SFAS No. 123, the Companys pro forma amounts would have been as indicated below (in thousands, except per share data):



|                                                                                                                                   |  | Three Months EndedMarch 31, |        
|---------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | -------
|                                                                                                                                   |  | 2003                        |        
|Net loss as reported                                                                                                               |  | $                           | (4,540 
|Add: Stock-based employee compensation included in net income, net of related tax
effects                                          |  |                             | 632    
|Deduct: Total stock-based compensation expense determined under fair value based method
for all awards, net of related tax effects |  |                             | (776   
|                                                                                                                                   |  |                             |        
|Pro forma net loss under SFAS No. 123                                                                                              |  | $                           | (4,684 
|                                                                                                                                   |  |                             |        
|                                                                                                                                  
|Pro forma basic and diluted net loss per share under SFAS No. 123                                                                  |  | $                           | (0.84  
|                                                                                                                                   |  |                             |        
|                                                                                                                                  
|Assumptions:                                                                                                                       |  |                             |        
|Dividend Yield                                                                                                                     |  |                             |       
|Volatility factor                                                                                                                  |  |                             | 47     
|Risk free interest rate                                                                                                            |  |                             | 1.25   
|Expected Life of Option                                                                                                            |  |                             | 2 years



The weighted-average
estimated fair value of employee stock options granted during the three months ended March 31, 2003 and 2002 was $1.87, and $14.49 per share, respectively. For purposes of pro forma disclosures, the estimated fair value of options is amortized to
expense over the vesting period.



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Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations



Forward Looking Statements



This document contains forward-looking statements. These statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may, will, should, expect, plan, anticipate, believe, estimate,
predict, potential or continue, the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.



Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.



Readers are also urged to carefully review and consider the
various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including without limitation the disclosures made under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operations and under the caption Risk Factors included herein and in the Companys Annual Report on Form 10-K for the year ended December 31, 2001 and other reports and filings made with the Securities
and Exchange Commission.



Overview



Copper Mountains current operating activities include
developing, building and testing the VantEdge product line and establishing relationships with its target customers. In the future, we expect that revenue growth, if any, will be substantially dependent on sales of the VantEdge product. The VantEdge
product is generally available for sale however, we have yet to generate material revenues from the sale of the VantEdge product line.



Currently, our revenue is generated primarily from sales of and service on our CopperEdge 200 DSL concentrators, or CE200, and the related
wide area network (WAN) modules and line modules. Additionally, we license network management software, which provides monitoring and management capabilities for the CE200, revenues from which have not been material to date. Revenues generated from
the CE 200 product line have declined on an annual basis over the past two years.



For the three months ended March 31, 2003, revenue recognized from our largest three customers, Versatel, Mpower, and Graybar accounted for approximately 32%, 16%, and 11% of our revenue, respectively.
While the level of sales to any specific customer is anticipated to vary from period to period, we expect that we will continue to have significant customer concentration for the foreseeable future. Future sales, if any, to historically significant
customers may be substantially less than historical sales. The loss of any one of our historically major customers or the delay of significant orders from such customers, even if only temporary, could among other things reduce or delay our net
revenue, adversely impact our ability to achieve annual or quarterly profitability and adversely impact our ability to generate positive cash flow, and, as a consequence, could materially adversely affect our business, financial condition and
results of operations.



We market and sell our
products directly to telecommunications service providers and through distributors. We generally recognize revenue from product sales or sales type leases upon shipment if collection of the resulting receivable is probable and product returns are
reasonably estimated and the sales-type lease criteria are met. No revenue is recognized on products shipped on a trial basis. Estimated sales returns, based on historical experience by product, are recorded at the time the product revenue is
recognized. To date, significant revenues generated from international sources are entirely comprised of sales to Versatel.





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We expect our
gross margin to be affected by many factors including competitive pricing pressures, fluctuations in manufacturing volumes, costs of components and sub-assemblies, costs from our contract manufacturers, the mix of products or system configurations
sold and the volume and timing of sales of follow-on line cards for systems shipped in prior periods. As of March 31, 2003, we had a substantial amount of fully reserved finished goods and component inventory for the CE200 product line. Our reserve
had been established based on our projection, which indicated certain inventories would not be used or would be sold below their original cost. In the future, we could utilize fully reserved components to complete product, which could result in
higher gross margins. The gross margin realized will be highly dependent upon our cost to complete the units and our ability to sustain pricing at current levels which may prove to be difficult given the severe pricing pressures that we are
currently experiencing. In addition, our overall gross margin realized on sales of our products may fluctuate widely and will be highly dependent upon sales mix, utilization of fully reserved inventory, if any, and the prices at which our customers
are willing to purchase our products.



We
outsource most of our manufacturing and supply chain management operations, and we conduct manufacturing engineering, quality assurance, program management, documentation control and product repairs at our facility in San Diego, California.
Accordingly, a significant portion of our cost of revenue during the periods presented consists of payments to our contract manufacturers, which in 2003 was principally with Plexus Corporation. We selected our manufacturing partner with the goal of
ensuring a reliable supply of high quality finished products and of lowering per unit product costs as a result of manufacturing economies of scale. However, we cannot assure you that we will maintain the volumes required to realize these economies
of scale or when or if such cost reductions will occur. The failure to obtain such cost reductions could materially adversely affect our gross margins and operating results.



Research and development expenses consist principally of salaries and related personnel expenses, consultant
fees and prototype expenses related to the design, development and testing of our products and enhancement of our network management software. We believe that continued investment in research and development is critical to attaining our strategic
product objectives.



Sales and marketing expenses
consist of salaries, commissions and related expenses for personnel engaged in marketing, sales and field service support functions, as well as trade shows and promotional expenses.



General and administrative expenses consist primarily of salaries and related expenses for executive,
finance, human resources, management information systems and administrative personnel, recruiting expenses, professional fees, bad debt expenses and other general corporate expenses.



During the second quarter of 2001, deferred compensation was recorded in conjunction with our stock option
exchange program. The Company has not recorded any compensation expense related to the stock option exchange program. During the third and fourth quarter of 2001, additional deferred compensation was recorded in conjunction with a grant of
restricted stock to employees. During the third quarter of 2002, additional deferred compensation was recorded in conjunction with a stock option re-pricing program. The intrinsic value of the options to purchase common stock granted under the
exchange program will be re-measured at the end of each period for the life of the option. We expect that the total amount of compensation expense that will be recognized under the exchange program and the re-pricing program could vary from period
to period and the ultimate amount of compensation expense that will be recognized is not currently determinable. The deferred compensation is being amortized to expense in accordance with FASB Interpretations No. 28 and No. 44 over the vesting
period of the individual options. We recorded total deferred stock compensation of $27.4 million from inception to March 31, 2003 and amortized $26.8 million from inception to March 31, 2003. During 2001, the Company granted 510,000 shares of
restricted common stock to certain employees. During 2002, the Company granted 25,000 shares of restricted common stock to certain employees. The related net compensation expense of approximately $9.0 million will be amortized in accordance with
FASB Interpretation No. 28 over the vesting period of approximately two years. The Company recognized compensation expense of $0.1 million related to these grants of restricted common stock for the three months ended March 31, 2003. As of March 31,
2003 approximately 124,000 restricted shares had vested and approximately 116,000 of the restricted shares had been cancelled. As of March 31, 2003 approximately 295,000 shares of restricted stock remain outstanding and unvested.



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Approximately 265,000, shares of the remaining restricted stock outstanding vests in August of 2003. Approximately 28,750, and 1,250 shares
of the restricted shares remaining outstanding vest quarterly and monthly, respectively. The shares are restricted as to sale or transfer until vesting.



The Company has had three restructurings since March 2001. These restructurings resulted in the Company adopting business plans to re-size
its business to reflect current and expected business conditions. As of March 31, 2003 all of the restructuring plans have been completed. As a result of the adoption of these plans, the Company recorded total charges of approximately $21.8 million.
These charges primarily relate to: consolidation of the Companys continuing operations resulting in impairment of assets; anticipated losses on disposition of assets and excess lease costs; and the elimination of job responsibilities,
resulting in costs incurred for employee severance.



The
remaining balances of the accrued restructuring charges are as follows (in 000s):



|                                    |  | Cash/ Non-cash |  | Balance at December 31, 2002 |       | Activity |   |      | Balance at March 31, 2003
|----------------------------------- |  | -------------- |  | ---------------------------- | ----- | -------- | - | ---- | -------------------------
|Excess lease costs                  |  | Cash           |  | $                            | 5,567 |          | $ | (457 | )                        
|Elimination of job responsibilities |  | Cash           |  |                              | 75    |          |   | (75  | )                        
|                                    |  |                |  |                              |       |          |   |      |                          
|                                    |  |                |  | $                            | 5,642 |          | $ | (532 | )                        
|                                    |  |                |  |                              |       |          |   |      |                          



Results of Operations



The following table sets forth, as a
percentage of net revenue, certain statement of operations data for the periods indicated.



|                                            |  | Three Months Ended March 31, |   
|------------------------------------------- |  | ---------------------------- | --
|                                            |  | 2003                         |   
|Net revenue                                 |  | 100.0                        | % 
|Cost of revenue                             |  | 27.3                         |   
|                                            |  |                              |   
|Gross margin                                |  | 72.7                         |   
|Operating expenses:                         |  |                              |   
|Research and development                    |  | 96.2                         |   
|Sales and marketing                         |  | 48.2                         |   
|General and administrative                  |  | 57.4                         |   
|Amortization of deferred stock compensation |  | 17.7                         |   
|Recovery of bad debt                        |  | (19.3                        | ) 
|                                            |  |                              |   
|Total operating expenses                    |  | 200.2                        |   
|Loss from operations                        |  | (127.5                       | ) 
|Interest and other income, net              |  | 0.4                          |   
|                                            |  |                              |   
|Net loss                                    |  | (127.1                       | )%
|                                            |  |                              |   



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Three Months Ended March
31, 2003 vs. Three Months Ended March 31, 2002



Net Revenue.Net revenue increased from $3.0 million for the three months ended March 31, 2002 to $3.6 million for the three months ended March 31, 2003. Sales to our three largest customers for the
three months ended March 31, 2003, Versatel, Mpower Communications, and Graybar, were $1.1 million, $0.6 million and $0.4 million, respectively. Sales to our three largest customers for the three months ended March 31, 2002, Mpower Communications,
Versatel, and Webaccess, were $0.5 million, $0.4 million, and $0.4 million, respectively.



Gross Margin.Our gross margin increased from $1.0 million for the three months ended March 31, 2002 to $2.6 million for the three months ended March 31, 2003. The
increase in gross margin was primarily due to the Company selling CE200 access concentrators and related line cards that had been previously written down by $5.4 million. The Company expects margins in subsequent periods to be lower than in the
current period.



Research and
Development.Our research and development expenses decreased from $7.3 million for the three months ended March 31, 2002 to $3.4 million for the three months ended March 31, 2003. This decrease was due to a decrease in
personnel expenses related to a decrease in our engineering staff, quality assurance costs, technical support costs, and decreased spending on prototype materials.



Sales and Marketing.Our sales and marketing expenses decreased from $1.8
million for the three months ended March 31, 2002 to $1.7 million for the three months ended March 31, 2003. This decrease was primarily due to lower travel costs and lower product marketing costs, which was partially offset by an increase in
personnel costs.



General and
Administrative.Our general and administrative expenses decreased from $2.4 million for the three months ended March 31, 2002 to $2.1 million for the three months ended March 31, 2003. This decrease was due to lower legal,
facility, and depreciation costs which were partially offset by higher personnel costs.



Interest and Other Income.Interest and other income decreased from $1.5 million for the three months ended March 31, 2002 to $0.1 million for the three months ended March
31, 2003. This decrease was primarily due to the recovery of a $1.0 million investment in commercial paper of Southern California Edison during the three months ended March 31, 2002, and to a lesser extent decreased average cash and short-term
investment balances and a decrease in average investment yields.



Interest Expense.Our interest expense decreased from $183,000 for the three months ended March 31, 2002 to $87,000 for the quarter ended March 31, 2003. This decrease was primarily due to a decrease in
the amounts outstanding under capital lease and equipment notes payable facilities as a result of payments made under such facilities.



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Liquidity and Capital
Resources



Currently, we are not generating
sufficient revenue to fund our operations. We expect our operating losses and net operating cash outflows to continue if we are unable to significantly increase sales. On March 7, 2001, August 2, 2001, and July 11, 2002, we announced that we had
adopted business plans to re-size our business to reflect current and expected business conditions. We cannot assure you that we will be able to decrease our operating expenses significantly below current levels and still remain viable and
competitive. If we are unable to realize sufficient savings from re-sizing our business, and/or sufficiently increase our revenues, our ability to deploy and service our products, fund our operations or respond to competitive pressures would be
significantly impaired as our cash resources are depleted.



At March 31, 2003, we had cash and cash equivalents of $17.0 million and short-term marketable investments of $18.2 million.



We currently require approximately $6 million to $8 million in cash per quarter to fund our operations, and we presently expect that this
rate of quarterly cash use to continue through 2003. Based on our current estimates, we believe that we have sufficient cash, cash equivalents and marketable investments to fund our operations for at least the next fifteen months. These estimates
reflect various assumptions, including the assumptions that the sales of our existing products will continue at approximately the same levels as in the first quarter of 2003, that testing, continued development and commercialization of our new
VantEdge product proceeds as planned, that we do not incur significant additional expenses related to litigation including any adverse determination in any of the litigation described elsewhere in this Form 10-Q under the heading Legal
Proceedings. Any of these assumptions may prove to be incorrect. In particular, revenues from sales of our products have decreased in the last two years. In the future, it is unclear whether we will continue to generate revenue from sales of
products at the same levels, if at all. Finally, the enhancement and commercialization of our VantEdge product might be delayed or might require the expenditure of significantly more funds than currently anticipated, in which case our liquidity and
capital resources would be adversely affected.



In order to fund our operations beyond the second quarter of 2004, we expect that we will have to raise additional funds. In order to demonstrate our viability to potential or existing customers, we may be required to raise
significant additional funds well in advance of that date. We anticipate that we will have to seek equity or long-term debt financing in the private or public capital markets to obtain the funds we need to continue operations.



Additional financing may not be available when needed on terms
and conditions favorable to us or at all. If adequate funds are not available or are not available on acceptable terms and conditions, we may be unable to fund our ongoing operations. In addition, our inability to obtain additional financing may:



| |  |  | impair our ability to successfully introduce, commercialize and generate revenues from our VantEdge product;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | damage our customers perceptions of us and our management team;
| | - |  | ----------------------------------------------------------------



| |  |  | inhibit our ability to sell our products to a customer base which values financial strength and stability; and
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | decrease our stock price.
| | - |  | -------------------------



Cash used in operating activities for the three months ended March 31, 2003 and 2002 was $4.6 million and $5.9 million, respectively. The
relative decrease in cash used in operating activities for the three months ended March 31, 2003 compared to the same period in the prior year was primarily the result of a reduction in the net loss by $6.2 million which was partially off set by a
decrease in non-cash expenses and changes in working capital.



Cash (used) provided by investing activities for the three months ended March 31, 2003 and 2002 was $(3.7) million and $9.3 million, respectively. The relative decrease in cash used by investing activities for



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the three months ended March 31, 2003 compared to the same period in the prior year was the result of a decrease in net maturities of
marketable investments offset by a decrease in purchases of property and equipment.



Cash used in financing activities for the three months ended March 31, 2003 and 2002 was $0.7 million and $0.7 million, respectively. The decrease in cash used in financing activities for the three
months ended March 31, 2003 compared to the same period in the prior year was primarily due to an increase in proceeds from the issuance of common stock.



Our future capital requirements will depend upon many factors, including the timing of research and product development efforts and
marketing efforts. We expect to continue to expend amounts on property and equipment related to facility infrastructure, computer equipment and for research and development laboratory and test equipment to support on-going research and development
operations.



Our capital requirements may vary
based upon the timing and the success of implementation of our business plan and as a result of regulatory, technological and competitive developments or if:



| |  |  | demand for our products and services is less than or more than expected;
| | - |  | ------------------------------------------------------------------------



| |  |  | our obligation to purchase certain finished product and raw materials in excess of anticipated requirements is less than or more than expected;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our plans or projections change or prove to be inaccurate;
| | - |  | ----------------------------------------------------------



| |  |  | we make acquisitions;
| | - |  | ---------------------



| |  |  | we accelerate or delay development or availability of new products (including but not limited to our VantEdge Broadband Service Concentrator) or otherwise alter the
schedule or targets of our business plan implementation; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | there is an adverse or favorable determination in any litigation to which we are a party.
| | - |  | -----------------------------------------------------------------------------------------



We intend to use our cash and other resources for working capital and other general corporate purposes. We
may also use a portion of our cash and other resources to acquire complementary businesses or other assets. The amounts actually expended for these purposes will vary significantly depending on a number of factors, including revenue growth, if any,
planned capital expenditures, and the extent and timing of our entry into target markets. Our management intends to invest our cash in excess of current operating requirements in interest-bearing, investment-grade securities.



Risk Factors That May Affect Results of Operations and Financial Condition



You should carefully consider the following
risk factors and the other information included herein as well as the information included in our Annual Report on Form 10-K for the year ended December 31, 2002 before investing in our common stock. Our business and results of operations could be
seriously harmed by any of the following risks. The trading price of our common stock could decline due to any of these risks, and you may lose part or all of your investment.



The Difficulties Experienced By Many of Copper Mountains Current Customers And The Challenges
Associated With Penetrating New Markets Have Had And Are Expected To Continue To Have an Adverse Effect On Copper Mountains Business.



To date, Copper Mountain has sold the majority of its products to competitive local exchange carrier or CLEC customers. Many CLECs have
experienced difficulties continuing to finance their businesses. As a result, these CLECs have been forced to scale back their operations, and some, including our historically two largest customers, Northpoint Communications, Inc. and Rhythms
Netconnections, Inc., have filed for bankruptcy protection. Our business, financial condition and results of operations have been materially and adversely affected by these difficulties in the CLEC industry. We expect that our business will continue
to suffer unless and until we are able to diversify our customer base to derive a substantially greater percentage of our revenues from other types of telecommunication service providers, such as incumbent local exchange carriers
(ILECs), who are not experiencing the same level of financial difficulties.



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The failure of
our CLEC customers to raise sufficient capital to fund their operations and continue to order and pay for our products has impaired and may continue to impair Copper Mountains revenues and profitability. To the extent we ship products to
customers who become unable to pay for the products, we may be required to write-off significant amounts of our accounts receivable. Similarly, to the extent that our customers order products and then suspend or cancel the orders prior to shipping,
we will not generate revenues from the products we build, our inventories may increase and our expenses will increase. Specifically, we may incur substantially higher inventory carrying costs, as well as be faced with the risk of the excess
inventory that could become obsolete over time.



The uncertainties in the CLEC industry in general and among our CLEC customers in particular, and the resulting impact on our business, has made it increasingly difficult for us to reliably forecast our revenues and profitability. We
expect that we will continue to be faced with these challenges for as long as the CLEC industry experiences financial difficulties, or until we can successfully shift our business away from reliance on our CLEC customers and add customers with
stronger financial positions.



If Copper
Mountain Does Not Successfully Introduce and Commercialize the VantEdge Product, Our Business Will Be Materially Adversely Impacted



In response to the financial difficulties experienced by our CLEC customers and the resulting reduction in the demand for our products, we
have focused our sales and marketing strategy on targeting ILECs, inter-exchange carriers (IXCs), international postal, telephone and telegraphs (PTTs) and independent operating companys (IOCs) as potential
customers. The future success of our business will substantially depend on our ability to successfully sell our VantEdge product to such customers. These customers have traditionally been characterized by longer sales cycles and have historically
been slow to adopt new products. Accordingly, we anticipate that we may continue to face challenges in connection with our plan to more aggressively pursue this market, and our failure to successfully do so could materially adversely affect our
business, financial condition and results of operations.



Sales of our existing products and services, which were primarily aimed at the CLEC market, have decreased substantially over the last two years. Such sales could continue to decrease, if they continue at all. As a result, our future
success is substantially dependant upon our ability to successfully market and commercialize our new VantEdge product on a timely basis. We began development of the VantEdge product in 2000, and formally announced the product in 2001. We may not be
able to finish the commercialization of the VantEdge product, for various reasons, including those set forth in these risk factors. Sales of the VantEdge product may not be sufficient to allow us to continue to operate our business. Our business
will be materially adversely impacted if we do not successfully commercialize the VantEdge product.



Copper Mountain May Not Be Able to Obtain Additional Capital to Fund Its Operations When Needed, and Without Additional Capital Copper
Mountain May Not Be Able to Sustain Its Operations



We currently require approximately $6 to $8 million in cash per quarter to fund our operations, and this rate of quarterly cash use could continue. As a result, we believe that we have sufficient cash and cash equivalents to fund our
operations for at least the next twelve months. These estimates reflect various assumptions, including the assumption that sales of our existing products will continue at approximately the same levels as in the first quarter of 2003, that testing,
continued development and commercialization of our new VantEdge product proceeds as planned, that we do not incur significant additional expense related to litigation, including any adverse determination in the litigation described elsewhere in this
Form 10-Q under the heading Legal Proceedings. Any of these assumptions may prove to be incorrect. In particular, revenues from the sales of our products have decreased in the last two years. It is unclear whether we will continue to
generate revenue from sales of our current products at the same levels, if at all. Also, the enhancement and commercialization of our VantEdge product might be delayed or might require the expenditure of significantly more funds than currently
anticipated, in which case our liquidity and capital resources would be adversely affected.



We currently fund our operations with our cash, cash equivalents and marketable investments. In order to fund our operations significantly beyond the second quarter of 2004, we expect that we may have



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to further reduce our expenses and / or raise additional funds. Moreover, we may require such financing sooner than anticipated. We
anticipate that we may have to seek equity or long-term debt financing in the private or public capital markets to obtain the funds we need to continue operations and to demonstrate our future viability as a going concern to potential and existing
customers. Such capital raising may be made more difficult if we are no longer listed on the NASDAQ stock market as a result of our failure to continue to meet the listing requirements required by NASDAQ, which is a risk we could face.



If additional funds are raised through the issuance of equity
securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or such equity securities may have rights, preferences or privileges senior to or more favorable than those of the holders of
our common stock. If additional funds are raised through the issuance of debt securities, such securities would have rights, preferences and privileges senior to or more favorable than those of the holders of common stock and the terms and
conditions relating to such debt could impose restrictions on our operations.



Additional financing may not be available when needed on terms and conditions favorable to us or at all. If adequate funds are not available or are not available on acceptable terms and conditions, we
may be unable to fund our ongoing operations. In addition, our inability to obtain cash may:



| |  |  | make us unable to successfully commercialize our VantEdge product;
| | - |  | ------------------------------------------------------------------



| |  |  | damage our customers perceptions of us and our management team;
| | - |  | ----------------------------------------------------------------



| |  |  | inhibit our ability to sell our products to a customer base which values financial strength and stability; and
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | decrease our stock price.
| | - |  | -------------------------



Any or all of these consequences would materially adversely affect our business, financial condition or results of operations.



Copper Mountain May Not Achieve Quarterly or
Annual Profitability



Over the past two years
Copper Mountain has experienced a significant decline in revenues. We expect to continue incurring significant sales and marketing, research and development and general and administrative expenses and, as a result, we may have difficulty achieving
profitability, given our current level of revenue. We cannot be certain that we will realize sufficient revenues in the future to achieve profitability on an annual or quarterly basis.



Copper Mountain Derives Almost All of Its Revenues From a Small Number of Customers and Copper
Mountains Revenues May Decline Significantly if Any Major Customer Cancels or Delays a Purchase of Copper Mountains DSL Products



Copper Mountain sells its products predominantly to CLECs. Sales to our largest three customers accounted for approximately 59% of our net
revenue for the quarter ended March 31, 2003. Unless and until we diversify and expand our customer base, our future success will significantly depend upon the timing and size of future purchase orders, if any, from our CLEC customers and, in
particular:



| |  |  | the product requirements of these customers;
| | - |  | --------------------------------------------



| |  |  | the financial and operational success of these customers;
| | - |  | ---------------------------------------------------------



| |  |  | the success of these customers services deployed using our products; and
| | - |  | -------------------------------------------------------------------------



| |  |  | the attractiveness of our products compared to our competitors products.
| | - |  | -------------------------------------------------------------------------



In light of the market dynamics of the telecommunication service provider industry, it has become extremely
difficult for us to forecast our revenues. Future sales, if any, to our historically significant



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customers may be substantially less than historical sales. The loss of another major customer or the delay of significant orders from any
significant customer, even if only temporary, could among other things reduce or delay our net revenue, adversely impact our ability to achieve annual or quarterly profitability and adversely impact our ability to generate positive cashflow, and, as
a consequence, could materially adversely affect our business, financial condition and results of operations.



Historically, our backlog at the beginning of each quarter has not been equal to expected revenue for that quarter. Accordingly, we are
dependent upon obtaining orders in a quarter for shipment in that quarter to achieve our revenue objectives. In addition, due in part to factors such as the timing of product release dates, purchase orders and product availability, significant
volume shipments of product could occur at the end of any given quarter. Failure to ship products by the end of a quarter may adversely affect our operating results. Furthermore, our customers may delay delivery schedules, cancel their orders
without notice or be unable to pay for delivered product. Due to these and other factors, quarterly revenue, expenses and results of operations could vary significantly in the future, and period-to-period comparisons should not be relied upon as
indications of future performance.



Failure to
Effectively Manage Operations in Light of Copper Mountains Changing Revenue Base Will Adversely Affect Its Business



In the past, Copper Mountain has rapidly and significantly expanded and contracted its operations and anticipates that in the future,
expansion or contraction in certain areas of its business may be required to address potential changes in its client base and market opportunities. In particular, we expect to face numerous challenges in the execution of our new business strategy to
focus more on the domestic ILEC and IXC market. In connection with this endeavor, we may not be able to implement management information and control systems in an efficient and timely manner, and our current or planned personnel, systems, procedures
and controls may not be adequate to support our future operations. If we are unable to manage growth or reduction in growth effectively, our business, financial condition and results of operations will be materially adversely affected.



We have excess facilities in Fremont, California; San Diego,
California; and Palo Alto, California, some of which are subleased. We are obligated to continue making payments on the leases associated with each of these excess facilities. Rent associated with these excess facilities has adversely effected our
financial condition. If we are unable to sublease all of these properties to financially viable sub-lessees at rates comparable to those we are obligated to pay, it could further adversely impact our financial condition.



We cannot assure you that we will be able to sufficiently
decrease our operating expenses. If we are unable to realize sufficient savings from re-sizing our business, and/or sufficiently increase our revenues, our ability to deploy and service our products, fund our operations or respond to competitive
pressures could be significantly impaired.



Copper Mountain Has a Limited Operating History



Copper Mountain has a limited operating history as we were incorporated in March 1996. Due to our limited operating history, it is difficult or impossible for us to predict future results of operations and you should not
expect future revenue to be comparable to our historic revenue, nor our recent quarterly revenues a reliable indicator of future quarterly revenues. In addition, we believe that comparing different periods of our operating results is not meaningful,
and you should not rely on the results for any period as an indication of our future performance. Investors in our common stock must consider our business and prospects in light of the risks and difficulties typically encountered by companies in
their early stages of development, particularly those in rapidly evolving markets such as the telecommunications equipment industry and particularly within our volatile market segment. Some of the specific risks include whether we are able:



| |  |  | to attract new customers;
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| |  |  | to attract new customers;
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| |  |  | to maintain a stable, sustainable customer base;
| | - |  | ------------------------------------------------



| |  |  | to successfully penetrate international markets;
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| |  |  | to expand our addressable market by selling into the incumbent or ILEC market, the IXC market and international markets;
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| |  |  | to introduce new products and product enhancements in a timely and competitive fashion; and
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| |  |  | to successfully manage the size of our operational infrastructure.
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We discuss these and other risks in more detail below.



A Number of Factors Could Cause Copper Mountains Operating Results to Fluctuate Significantly and
Cause Its Stock Price to be Volatile



Copper
Mountains quarterly and annual operating results have fluctuated in the past and are likely to fluctuate significantly in the future due to a variety of factors, many of which are outside of our control. If our quarterly or annual operating
results do not meet the expectations of securities analysts and investors, the trading price of our common stock could significantly decline. Some of the factors that could affect our quarterly or annual operating results include:



| |  |  | telecommunications and DSL market conditions and economic conditions generally;
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| |  |  | the financial viability and telecommunications equipment capital expenditure activities of our major customers and prospective customers;
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| |  |  | our ability to penetrate the ILEC, IXC, PTT and IOC markets;
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| |  |  | our prospective customers confidence in our ability to remain financially viable and these customers willingness to purchase our products;
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| |  |  | the loss of any one or more of our major customers or a significant reduction in orders from those customers;
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| |  |  | fluctuations in demand for our products and services;
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| |  |  | the timing and amount of, or cancellation or rescheduling of, orders for our products and services, particularly large orders from our key customers and our
strategic distribution partners;
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| |  |  | our ability to develop, introduce, ship and support new products and product enhancements and manage product transitions;
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| |  |  | new product introductions or announcements and price reductions of products offered by our competitors;
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| |  |  | a decrease in the average selling prices of our products;
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| |  |  | our ability to achieve cost reductions;
| | - |  | ---------------------------------------



| |  |  | our ability to obtain sufficient supplies of sole or limited source components for our products;
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| |  |  | changes in the prices of our components;
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| |  |  | our ability to maintain production volumes and quality levels for our products;
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| |  |  | the volume and mix of products sold and the mix of distribution channels through which they are sold;
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| |  |  | increased competition, particularly from larger, better capitalized competitors; and
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| |  |  | costs relating to possible acquisitions and integration of technologies or businesses.
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Copper Mountain Sells the Majority of Its Products to Telecommunications Service Providers That May Reduce
or Discontinue Their Purchase of Copper Mountains Products At Any Time



The purchasers of Copper Mountains products to date have predominantly been the emerging telecommunications service providers known as CLECs. These telecommunications service providers require
substantial capital for the development, construction and expansion of their networks and the introduction of their services. Financing may not be available to emerging telecommunications service providers on favorable terms, if at all. The
inability of our current or potential CLEC customers to acquire and keep customers, to successfully raise needed funds, or to respond to any other trends such as price reductions for their services or diminished demand for telecommunications
services generally, has adversely affected their operating results or caused them to reduce their capital spending programs. If our customers are unable to raise sufficient capital or forced to defer or curtail their capital spending programs, our
sales to those telecommunication service providers may be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations. In addition, many of our telecommunications service provider
customers have recently experienced consolidation, reduced or eliminated access to the capital markets and in some cases bankruptcy. The loss of one or more of our telecommunications service provider customers due to the aforementioned factors could
have a material adverse effect on our business, financial condition and results of operations.



If DSL Technology and Copper Mountains DSL-Related Product Offerings Are Not Accepted by Telecommunications Service Providers, Copper Mountain May Not Be Able to Sustain or Grow Its Business



Copper Mountains future success is
substantially dependent upon whether DSL technology gains widespread market acceptance by financially viable telecommunications service providers, of which there are a limited number, and end users of their services. We have invested substantial
resources in the development of DSL technology and related technologies, and all of our products are based on DSL technology or depend on the widespread acceptance and continued deployment of DSL technology. Telecommunications service providers are
continuously evaluating alternative high-speed data access technologies and may, at any time, adopt technologies other than the DSL technologies offered by Copper Mountain. Even if telecommunications service providers adopt policies favoring
full-scale implementation of DSL technology, they may defer purchases of our products or they may not choose to purchase our product offerings. In addition, we have limited ability to influence or control decisions made by telecommunications service
providers. In the event that the telecommunications service providers to whom we market our products adopt technologies other than the DSL technologies offered by Copper Mountain or choose not to purchase Copper Mountains DSL product offerings
or Copper Mountains other product offerings, we will not be able to sustain or grow our business.



We Have Been Named as a Defendant in Securities Class Action Litigation That Could Result In Substantial Costs and Divert
Managements Attention and Resources



On
October 20, 2000, a Copper Mountain stockholder, on behalf of himself and purportedly on behalf of a class of our stockholders, filed a complaint in the United Stated District Court for the Northern District of California (the Northern
District) against us and two of our officers, alleging violations of the federal securities laws arising out of recent declines in our stock price. Thereafter, approximately twenty-three similar complaints were filed in the Northern District,
along with two related derivative actions against us and our directors in Delaware and California Superior Court (the Complaints). The Complaints allege claims in connection with various alleged statements and omissions to the public and
to the securities markets. The Northern District Complaints have been consolidated into a single action. We filed a motion to dismiss the consolidated Northern District Complaints, which was heard on November 29, 2001. The



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Court has taken the motion to dismiss off calendar, due to the writ petition that was decided by the Ninth Circuit concerning the appointment
of lead plaintiff. The Complaints have been tendered to the Companys insurance carrier. No discovery has been conducted.



In December 2001, we and certain of our officers and directors were named as defendants in a class action shareholder complaint filed in
the United States District Court for the Southern District of New York, now captioned Copper Mountain Networks, Inc. Initial Public Offering Securities Litigation. In the complaint, the plaintiffs allege that we, certain of our officers and
directors and the underwriters of our initial public offering (IPO) violated the federal securities laws because our IPO registration statement and prospectus contained untrue statements of material fact or omitted material facts
regarding the compensation to be received by, and the stock allocation practices of, the IPO underwriters. The plaintiffs seek unspecified monetary damages and other relief. Similar complaints were filed in the same court against hundreds of other
public companies that conducted IPOs of their common stock since the mid-1990s (collectively, the IPO Lawsuits).



On August 8, 2001, the IPO Lawsuits were consolidated for pretrial purposes before United States Judge Shira Scheindlin of the Southern
District of New York. Judge Scheindlin held an initial case management conference on September 7, 2001, at which time she ordered, among other things, that the time for all defendants to respond to any complaint be postponed until further order of
the court. Thus, we have not been required to answer the complaint, and no discovery has been served on us. In accordance with Judge Scheindlins orders at further status conferences in March and April, the appointed lead plaintiffs
counsel filed amended, consolidated complaints in the IPO Lawsuits on April 19, 2002. Defendants then filed a global motion to dismiss the IPO Lawsuits on July 15, 2002, as to which the Court does not expect to issue a decision until early 2003. On
October 9, 2002, the Court entered an order dismissing our named officers and directors from the IPO Lawsuits without prejudice, pursuant to an agreement tolling the statute of limitations with respect to these officers and directors until September
30, 2003.



On July 15, 2002, we joined in a
global motion to dismiss filed by all issuers in the IPO Lawsuits. The Court decided the motion on February 19, 2003. As to us, the Court denied the motion to dismiss the claims against us brought pursuant to Section 11 of the Securities Act of 1933
and Section 10(b) of the Exchange Act of 1934.



On November 22, 2002, a derivative complaint alleging securities fraud against certain of our current and former officers and directors, was filed in Santa Clara Superior Court. On January 31, 2003, the plaintiffs stipulated to
consolidate the case with another derivative complaint pending in Santa Clara Superior Court. All parties have agreed to stay both matters pending resolution of the Northern District Complaints.



No assurances can be made that we will be successful in our
defense of such claims. If we are not successful in our defense of such claims, we could be forced to make significant payments to our stockholders and their lawyers, and such payments could have a material adverse effect on our business, financial
condition and results of operations if not covered by our insurance carrier. Even if such claims are not successful, the litigation could result in substantial costs and divert managements attention and resources, which could adversely affect
our business, results of operations and financial position.



Unless Copper Mountain Is Able to Keep Pace With the Rapidly Changing Product Requirements of Its Customers, It Will Not Be Able to Sustain or Grow Its Business



The telecommunications and data communications markets are characterized by rapid technological advances,
evolving industry standards, changes in end-user requirements, frequent new product introductions and evolving offerings by telecommunications service providers. We believe our future success will depend, in part, on our ability to anticipate or
adapt to such changes and to offer, on a timely basis, hardware and software products, which meet customer demands. Our inability to develop on a timely basis new products or enhancements to existing products, or the failure of such new products or
enhancements to achieve market acceptance, could materially adversely affect our business, financial condition and results of operations.



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Copper
Mountains Product Cycles Tend to be Short and Copper Mountain May Incur Substantial Non-Recoverable Expenses or Devote Significant Resources to Sales That Do Not Occur When Anticipated



In the rapidly changing technology environment in which we
operate, product cycles tend to be short. Therefore, the resources we devote to product sales and marketing may not generate revenues for us and from time to time we may need to write-off excess and obsolete inventory. In the past, we have
experienced such write-offs attributed to the obsolescence of certain printed circuit boards and product sub-assemblies and to an excess of raw materials and finished goods on hand and on order. If we incur substantial sales, marketing and inventory
expenses in the future that we are not able to recover, it would affect our liquidity and could have a material adverse effect on our business, financial condition and results of operations.



Copper Mountains Ability to Sustain or Grow Its
Business May Be Harmed if It Is Unable to Develop and Maintain Certain Strategic Relationships with Third Parties to Market and Sell Copper Mountains Products



Copper Mountains success will depend in part upon its distribution partnerships, including agreements
under which we agree to sell our products to certain service provider customers through distribution partners. The amount and timing of resources which our distribution partners devote to our business is not within our control. Our distribution
partners may not perform their obligations as expected. In some cases, agreements with our distribution partners may be relatively new, and we cannot be certain that we will be able to achieve expected revenues from such partners or sustain the
level of revenue generated thus far under similar arrangements. If any of our distribution partners chooses not to renew, breaches or terminates its agreement or fails to perform its obligations under its agreement, we may not be able to sustain or
grow our business. In the event that such relationships are terminated, we may not be able to continue to maintain or develop similar relationships or to replace distribution partners. In addition, any such agreements we enter into in the future may
not be successful.



Intense Competition in the
Market for Telecommunications Equipment Could Prevent Copper Mountain From Increasing or Sustaining Revenue and Prevent Copper Mountain From Achieving Annual Profitability



The market for telecommunications equipment is highly competitive. We compete directly with the following
companies: Cisco Systems, Inc., Lucent Technologies, Inc., Alcatel S.A., Nokia Corporation and Paradyne Corporation, among others. If we are unable to compete effectively in the market for DSL telecommunications equipment, our revenue levels and
future results from operations could be materially adversely affected. Many of our current and potential competitors have significantly greater selling and marketing, technical, manufacturing, financial, and other resources, including better access
to the capital markets, larger cash reserves, higher market capitalizations, and vendor-sponsored lease financing programs. Moreover, our competitors may foresee the course of market developments more accurately than we do and could in the future
develop new technologies that compete with our products or render our products obsolete. Although we believe we may have certain technological and other advantages over our competitors, realizing and maintaining such advantages will require a
continued level of investment in research and development, marketing and customer service and support. Due to the rapidly evolving markets in which we compete, additional competitors with significant market presence and financial resources,
including other large telecommunications equipment manufacturers, may enter those markets, thereby further intensifying competition. We may not have sufficient resources to continue to make the investments or achieve the technological advances
necessary to compete successfully with existing competitors or new competitors. Also, to the extent we introduce new product offerings intended to capitalize on the anticipated trend toward broad deployment of DSL services, including DSL services
targeted at residential subscribers seeking high-speed access to public communications networks, we will encounter new competitors such as coaxial cable and wireless equipment vendors. Even if we are successful in competing in the business DSL
market, we may not be able to compete successfully in the market for residential subscribers.



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Future
Consolidation in the Telecommunications Equipment Industry May Increase Competition That Could Harm Copper Mountains Business



The markets in which Copper Mountain competes are characterized by increasing consolidation both within the data communications sector and
by companies combining or acquiring data communications assets and assets for delivering voice-related services. We cannot predict with certainty how industry consolidation will affect our competitors. We may not be able to compete successfully in
an increasingly consolidated industry. Increased competition and consolidation in our industry could require that we reduce the prices of our products and result in our loss of market share, which would materially adversely affect our business,
financial condition and results of operations. Because we may be dependent on certain strategic relationships with third parties in our industry, any additional consolidation involving these parties could reduce the demand for our products and
otherwise harm our business prospects.



Copper
Mountain May Experience Difficulties in the Introduction of New Products That Could Result in Copper Mountain Having to Incur Significant Unexpected Expenses or Delay the Launch of New Products



Copper Mountain intends to continue to invest in product and
technology development. The development of new or enhanced products, including but not limited to the VantEdge line of products and other new or enhanced DSL concentrator products and broadband services concentrator products, is a complex and
uncertain process requiring the accurate anticipation of technological and market trends. We may experience design, manufacturing, marketing and other difficulties that could delay or prevent our development, introduction or marketing of new
products and enhancements. The introduction of new or enhanced products also requires that we manage the transition from older products in order to minimize disruption in customer ordering patterns and ensure that adequate supplies of new products
can be delivered to meet anticipated customer demand. In the future, we expect to develop certain new products, such as new broadband services concentrators and associated line cards, new DSL concentrators and line cards for different DSL variants.
We may not successfully develop, introduce or manage the transition of these new products. Furthermore, products such as those we currently offer may contain undetected or unresolved errors when they are first introduced or as new versions are
released. Despite testing, errors may be found in new products or upgrades after commencement of commercial shipments. These errors could result in:



| |  |  | delays in or loss of market acceptance and sales;
| | - |  | -------------------------------------------------



| |  |  | diversion of development resources;
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| |  |  | injury to our reputation; and
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| |  |  | increased service and warranty costs.
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Any of these could materially adversely affect our business, financial condition and results of operations.



Copper Mountain Is Dependent on Widespread Market
Acceptance of Its Products



Widespread market
acceptance of Copper Mountains products is critical to its future success. Factors that may affect the market acceptance of our products include market acceptance of broadband services concentrators in general and Copper Mountains
broadband services concentrator products in particular, market acceptance of DSL technology in particular, the performance, price and total cost of ownership of our products, the availability and price of competing products and technologies and the
success and development of our distribution partnerships and field sales channels. Many of these factors are beyond our control. The introduction of new and enhanced products may cause certain customers to defer or return orders for existing
products. Although we maintain reserves against such returns, such reserves may not be adequate. We cannot be certain that we will not experience delays in product development in the future. Failure of our existing or future products to maintain and
achieve meaningful levels of market acceptance would materially adversely affect our business, financial condition and results of operations.



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Because
Substantially All of Copper Mountains Revenue is Derived From Sales of a Small Number of Products, Its Future Operating Results Will Be Dependent on Sales of These Products



Copper Mountain currently derives substantially all of its revenues from its product family of DSL solutions
and expects that this concentration will continue in the foreseeable future. The market may not continue to accept or order our current products, and we may not be successful in marketing any new or enhanced products, including, but not limited to
our broadband services concentrator. Any reduction in the demand for our current products or our failure to successfully develop or market and introduce new or enhanced products could materially adversely affect our operating results and cause the
price of our common stock to decline. We have already experienced these effects as a result of the financial troubles facing many of our CLEC customers, including the filing of a petition for Chapter 11 protection by our two historically largest
customers, Northpoint Communications, Inc and Rhythms Netconnections, Inc. and several other CLEC customers. Factors that could, in the future, affect sales of our current or new or enhanced products include:



| |  |  | the demand for DSL solutions;
| | - |  | -----------------------------



| |  |  | our successful development, introduction and market acceptance of new and enhanced products that address customer requirements;
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| |  |  | product introductions or announcements by our competitors;
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| |  |  | price competition in our industry and between DSL and competing technologies; and
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| |  |  | technological change.
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Copper Mountains Limited Ability to Protect Its Intellectual Property May Adversely Affect Its Ability to Compete



Copper Mountains success and ability
to compete is dependent in part upon its proprietary technology. Any infringement of our proprietary rights could result in significant litigation costs, and any failure to adequately protect our proprietary rights could result in our competitors
offering similar products, potentially resulting in loss of a competitive advantage and decreased revenues. We rely on a combination of copyright, trademark and trade secret laws, as well as confidentiality agreements and licensing arrangements, to
establish and protect our proprietary rights. Despite our efforts to protect our proprietary rights, existing copyright, trademark and trade secret laws afford only limited protection. In addition, the laws of certain foreign countries do not
protect our proprietary rights to the same extent as do the laws of the United States. Attempts may be made to copy or reverse engineer aspects of our products or to obtain and use information that we regard as proprietary. Accordingly, we may not
be able to protect our proprietary rights against unauthorized third-party copying or use. Furthermore, policing the unauthorized use of our products is difficult. Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our future
operating results.



Claims Against Copper
Mountain Alleging Its Infringement of a Third Partys Intellectual Property Could Result in Significant Expense to Copper Mountain and Result in Its Loss of Significant Rights



The telecommunications industry is characterized by the existence of a large number of patents and frequent
litigation based on allegations of patent infringement. From time to time, third parties may assert patent, copyright, trademark and other intellectual property rights to technologies that are important to our business. Any claims asserting that our
products infringe or may infringe proprietary rights of third parties, if determined adversely to us, could have a material adverse effect on our business, financial condition or results of operations. In addition, in our agreements, we agree to
indemnify our customers for any expenses or liabilities resulting from claimed infringements of patents, trademarks or copyrights of third parties. As the number of entrants in our market increases and the functionality of our products is enhanced
and overlaps with the products of other companies, we may become subject to claims of infringement or



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misappropriation of the intellectual property rights of others. Any claims, with or without merit, could
be time-consuming, result in costly litigation, divert the efforts of our technical and management personnel, cause product shipment delays or require us to enter into royalty or licensing agreements, any of which could have a material adverse
effect upon our operating results. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us, if at all. Legal action claiming patent infringement may be commenced against us. We cannot assure you that we
would prevail in such litigation given the complex technical issues and inherent uncertainties in patent litigation. In the event a claim against us was successful and we could not obtain a license to the relevant technology on acceptable terms or
license a substitute technology or redesign our products to avoid infringement, our business, financial condition and results of operations would be materially adversely affected.



If Copper Mountain Loses Key Personnel It May Not Be Able to Successfully Operate Its Business



Copper Mountains success depends to a
significant degree upon the continued contributions of the principal members of its sales, marketing, engineering and management personnel, many of whom perform important management functions and would be difficult to replace. Specifically, we
believe that our future success is highly dependent on our senior management. The loss of the services of any key personnel, particularly senior management and engineers, could materially adversely affect our business, financial condition and
results of operations.



If Copper Mountain is
Unable to Retain and Hire Additional Qualified Personnel As Necessary, It May Not Be Able to Successfully Achieve Its Objectives



We may not be able to attract and retain the necessary personnel to accomplish our business objectives and we may experience constraints
that will adversely affect our ability to satisfy customer demand in a timely fashion or to support our customers and operations. We have at times experienced, and continue to experience, difficulty in recruiting qualified personnel. Recruiting
qualified personnel is an intensely competitive and time-consuming process.



In addition, companies in the telecommunications industry whose employees accept positions with competitors frequently claim that such competitors have engaged in unfair hiring practices. We may
receive notice of such claims as we seek to hire qualified personnel and such notices may result in material litigation. We could incur substantial costs in defending ourselves against any such litigation, regardless of the merits or outcome of such
litigation.



Copper Mountains Dependence
on Sole and Single Source Suppliers Exposes It to Supply Interruption



Although Copper Mountain generally uses standard parts and components for its products, certain key components are purchased from sole or single source vendors for which alternative sources are not currently available or
practical. The inability to obtain sufficient quantities of these components may in the future result in delays or reductions in product shipments which could materially adversely affect our business, financial condition and results of operations.
We have evaluated alternative source vendors in the past for these key components and will continue to do so as appropriate, but any alternative vendors may not meet our quality standards for component vendors. In the event of a reduction or
interruption of supply of any such components, as much as nine months could be required before we would begin receiving adequate supplies from alternative suppliers, if any. It is possible that a source may not be available for us or be in a
position to satisfy our production requirements at acceptable prices and on a timely basis, if at all. Alternatively, as a result of the long lead times associated with ordering certain materials or components, we may not be able to accurately
forecast our need for materials and components and this could result in excess inventory and related write-offs, which could have a material adverse effect on our business.



In addition, the manufacture of certain of these single or sole source components is extremely complex, and
our reliance on the suppliers of these components exposes us to potential production difficulties and quality variations, which could negatively impact cost and timely delivery of our products. Any significant interruption in the supply, or
degradation in the quality, of any component could have a material adverse effect on our business, financial condition and results of operations.



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Copper
Mountains Dependence on Independent Manufacturers Could Result in Product Delivery Delays



Copper Mountain currently uses a small number of independent manufacturers to provide certain printed circuit boards, chassis and
subassemblies and, in certain cases, to complete final assembly and testing of our products. Our reliance on independent manufacturers involves a number of risks, including the absence of adequate capacity, the unavailability of or interruptions in
access to certain process technologies and reduced control over delivery schedules, manufacturing yields and costs. If our current manufacturers are unable or unwilling to continue manufacturing our components in required volumes, it is possible
that a source may not be available to us when needed or be in a position to satisfy our production requirements at acceptable prices and on a timely basis, if at all. Any significant interruption in supply would result in the allocation of products
to customers in volumes, which do not meet some or all of the customers requirements, which in turn could have a material adverse effect on our business, financial condition and results of operations.



Intense Demand for Parts and Components May Create
Allocations or Shortages Which May Expose Copper Mountain to Supply Interruption



From time to time, the demand for parts and components, including semiconductors, programmable devices and printed circuit boards, can be intense. During these periods manufacturers and suppliers who
provide such components to us experience supply shortages which may in turn affect their ability to meet our production demands. Moreover, the terms and conditions for purchase of such parts and components, including order cancellation rights, may
vary widely, may be onerous and may result in adverse purchase commitments and excess inventory. To date, we have not experienced any shortages of components or parts, which have impacted our ability to meet the shipment requirements of our
customers. However, in the event that we receive allocations of components from our suppliers or experience outright interruption in the supply of components we could experience an inability to ship or deliver our products to our customers in a
timely fashion. Any significant allocation of or interruption in the supply of any component could have a material adverse effect on our business, financial condition and results of operations.



Copper Mountains Customers May Demand Preferential
Terms or Delay Copper Mountains Sales Cycle, Which Would Adversely Affect Its Results of Operations



In certain cases, Copper Mountains current and prospective customers are able to exert a high degree of influence over Copper
Mountain. These customers may have sufficient bargaining power to demand low prices and other terms and conditions that may materially adversely affect our business, financial condition and results of operations. In addition, prior to selling our
products to such customers, we must typically undergo lengthy product approval processes. Historically this product approval process has taken as long as one year; in the future we expect this process to take two years or longer, especially for
ILECs, IXCs and PTTs. Accordingly, we believe we will be required to submit successive versions of our products as well as new products to our current and prospective customers for approval. The length of the approval process can vary and is
affected by a number of factors, including customer priorities, customer budgets, customers evaluation of competing products and regulatory issues affecting telecommunication service providers. Delays in the product approval process or failure
to gain any such approval could materially adversely affect our business, financial condition and results of operations. While we have been successful in the past in obtaining product approvals from our customers, future approvals, if any, and the
ensuing sales of such products, if any, likely will take far longer to attain than in the past and may not continue to occur. Delays can also be caused by late deliveries by other vendors, changes in implementation priorities and slower than
anticipated growth in demand for the services that our products support. A delay in, or cancellation of, the sale of our products could adversely affect the Companys results from operations or cause them to significantly vary from quarter to
quarter.



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Changes to
Regulations Affecting the Telecommunications Industry Could Reduce Demand for Copper Mountains Products or Adversely Affect Its Results of Operations



Any changes to legal requirements relating to the telecommunications industry, including the adoption of new regulations by federal or
state regulatory authorities under current laws or any legal challenges to existing laws or regulations relating to the telecommunications industry, could have a material adverse effect upon the market for Copper Mountains products. Our
current and prospective customers demand for our products may decline significantly due to changes in federal or state regulations governing such customers operations. Moreover, our distributors or telecommunications service provider
customers may require, or we may otherwise deem it necessary or advisable, that we modify our products to address actual or anticipated changes in the regulatory environment. Our inability to modify our products or address any regulatory changes
could have a material adverse effect on our business, financial condition or results of operations.



Copper Mountains Failure to Comply with Regulations and Evolving Industry Standards Could Delay or Prevent Its Introduction of
New Products



The market for Copper
Mountains products is characterized by the need to meet a significant number of communications regulations and standards, some of which are evolving as new technologies are deployed. In order to meet the requirements of our customers, our
products may be required to comply with various industry standards and regulations including those promulgated by the Federal Communications Commission, or FCC, and standards established by Underwriters Laboratories and Bell Communications Research.
Failure of our products to comply, or delays in compliance, with the various existing and evolving industry regulations and standards could delay or prevent the introduction of our products or adversely impact product sales. Moreover, enactment by
federal, state or foreign governments of new laws or regulations, changes in the interpretation of existing laws or regulations or a reversal of the trend toward deregulation in the telecommunications industry could have a material adverse effect on
our customers, and thereby materially adversely affect our business, financial condition and results of operations.



If Copper Mountains Products Contain Defects, Copper Mountain May Be Subject to Significant Liability Claims from Its Customers
and the End-Users of Its Products and Incur Significant Unexpected Expenses and Lost Sales



Copper Mountains products have in the past contained, and may in the future contain, undetected or unresolved errors when first introduced or as new versions are released. Despite extensive
testing, errors, defects or failures may be found in our current or future products or enhancements after commencement of commercial shipments. If this happens, we may experience delay in or loss of market acceptance and sales, product returns,
diversion of development resources, injury to our reputation or increased service and warranty costs, any of which could have a material adverse effect on our business, financial condition and results of operations. Moreover, because our products
are designed to provide critical communications services, we may receive significant liability claims. Our agreements with customers typically contain provisions intended to limit our exposure to liability claims. These limitations may not, however,
be effective in any or all cases or under any or all scenarios, and they may not preclude all potential claims resulting from a defect in one of our products or from a defect related to the installation or operation of one of our products. Although
we maintain product liability insurance covering certain damages arising from implementation and use of our products, our insurance may not cover any claims sought against us. Liability claims could require us to spend significant time and money in
litigation or to pay significant damages. As a result, any such claims, whether or not successful could seriously damage our reputation and our business.



Copper Mountain May Engage in Future Acquisitions That Dilute Its Stockholders, Cause It to Incur Debt and Assume Contingent
Liabilities



As part of Copper
Mountains business strategy, we expect to review acquisition prospects that would complement our current product offerings, augment our market coverage or enhance our technical capabilities, or that may otherwise offer growth opportunities. We
may acquire businesses, products or technologies in the future. In the event of such future acquisitions, we could:



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| |  |  | issue equity securities which would dilute current stockholders percentage ownership;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | use a significant portion of our cash and cash equivalents as consideration in such an acquisition;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | incur substantial debt; or
| | - |  | --------------------------



| |  |  | assume contingent liabilities.
| | - |  | ------------------------------



Such actions by us could materially adversely affect our liquidity and capital resources, our results of operations and/or the price of
our common stock. Acquisitions also entail numerous risks, including:



| |  |  | difficulties in assimilating acquired operations, technologies or products;
| | - |  | ---------------------------------------------------------------------------



| |  |  | unanticipated costs associated with the acquisition could materially adversely affect our results of operations;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | diversion of managements attention from other business concerns;
| | - |  | -----------------------------------------------------------------



| |  |  | adverse effects on existing business relationships with suppliers and customers;
| | - |  | --------------------------------------------------------------------------------



| |  |  | risks of entering markets in which we have no or limited prior experience; and
| | - |  | ------------------------------------------------------------------------------



| |  |  | potential loss of key employees of acquired organizations.
| | - |  | ----------------------------------------------------------



We may not be able to successfully integrate any businesses, products, technologies or personnel that we have acquired or might acquire in
the future, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.



We May Expand or Reduce Our Operations in International Markets. Our Failure to Effectively Manage Our International Operations Could
Harm Our Business.



Entering new
international markets may require significant management attention and expenditures and could adversely affect our operating margins and earnings. To date, we have not been able to successfully penetrate these markets. To the extent that we are
unable to do so, our growth in international markets would be limited, and our business could be harmed.



We expect that our international business operations will be subject to a number of material risks, including, but not limited to:



| |  |  | difficulties in managing foreign sales channels;
| | - |  | ------------------------------------------------



| |  |  | difficulties in enforcing agreements and collecting receivables through foreign legal systems and addressing other legal issues;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | longer payment cycles;
| | - |  | ----------------------



| |  |  | taxation issues;
| | - |  | ----------------



| |  |  | differences in international telecommunications standards and regulatory agencies;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | product requirements different from those of our current customers;
| | - |  | -------------------------------------------------------------------



| |  |  | fluctuations in the value of foreign currencies; and
| | - |  | ----------------------------------------------------



| |  |  | unexpected domestic and international regulatory, economic or political changes.
| | - |  | --------------------------------------------------------------------------------



Copper Mountains Stock Price Has Been and May Continue to be Extremely Volatile



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The trading
price of our common stock has been and is likely to continue to be extremely volatile. Our stock price could be subject to wide fluctuations in response to a variety of factors, including the following:



| |  |  | actual or anticipated variations in quarterly operating results;
| | - |  | ----------------------------------------------------------------



| |  |  | the rate at which we utilize our available capital resources, including but not limited to our cash and cash equivalents;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | announcements of technological innovations;
| | - |  | -------------------------------------------



| |  |  | new products or services offered by us or our competitors;
| | - |  | ----------------------------------------------------------



| |  |  | changes in financial estimates by securities analysts;
| | - |  | ------------------------------------------------------



| |  |  | announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | announcements related to our major customers or potential future customers, including announcements related to their financial condition, plans for network or
service deployments and equipment purchase plans and decisions;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | additions or departures of key personnel;
| | - |  | -----------------------------------------



| |  |  | announcements or loss of strategic relationships with third parties or telecommunications equipment providers by us or our competitors;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | sales of common or preferred stock;
| | - |  | -----------------------------------



| |  |  | failure to continue to meet the minimum listing requirements of the NASDAQ stock market, which is a risk we could face; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | other events or factors, many of which are beyond our control.
| | - |  | --------------------------------------------------------------



In addition, the stock market in general, and the Nasdaq National Market and technology companies in
particular, have experienced extreme price and volume fluctuations and the trading prices of many technology companies stocks, including Copper Mountains, have been and may continue to be highly volatile. These broad market and industry
factors may materially adversely affect the market price of our common stock, regardless of our actual operating performance. In the past, following periods of volatility in the market price of a companys securities, securities class-action
litigation has often been instituted against such companies. We have become the target of such litigation, and several class action lawsuits have been filed against us and certain of our officers alleging violation of Federal securities laws related
to declines in our stock price. Such litigation could result in substantial costs and a diversion of managements attention and resources, which could materially adversely affect our business, financial condition and results of operations.



Copper Mountain, in the past, has Presented
Pro Forma Operating Results on a Periodic Basis. Our Investors Should Understand That Such Presentation Is Not Intended to Be a Presentation In Accordance With Generally Accepted Accounting Principles



Copper Mountain presented such financial information because
we believe that many of our investors find this information to be useful in analyzing and interpreting our results from operations for a period. Such information is presented for information purposes only and is not intended to be a substitute for
financial statements presented in accordance with generally accepted accounting principles. We believe that this information was presented in a manner that sufficiently describes the differences between the pro forma presentation and a presentation
in accordance with generally accepted accounting principles. Our pro



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forma results are not a presentation in accordance with generally accepted accounting principles and are
not presented in accordance with the standards applied to financial statements filed with the Securities and Exchange Commission. For more information regarding pro forma financial statements, refer to the Investor Alert issued by the
Securities and Exchange Commission (Release 2001-144, issued December 4, 2001). For more information on how Copper Mountains pro forma financial results are different from its financial results presented in accordance with generally accepted
accounting principles, please refer to the footnotes accompanying such pro forma financial statements.



Substantial Future Sales of Copper Mountains Common or preferred Stock in Private Placements or in the Public Market Could Cause
Its Common Stock Price to Fall



Sales of a
large number of shares of Copper Mountains common or preferred stock in private placements or in the public market or the perception that such sales could occur could cause the market price of its common stock to drop. Such stock sales could
be accompanied by the issuance of warrants for the purchase of preferred or common stock, and such sales could include other terms and conditions which would cause the price of Copper Mountains common stock to fall. As of March 31, 2003, we
had approximately 5.9 million shares of common stock outstanding. We have filed five registration statements on Form S-8 with the Securities and Exchange Commission covering the 2.5 million shares of common stock reserved for issuance under our 1996
Equity Incentive Plan, 1999 Non-Employee Directors Stock Option Plan, 1999 Employee Stock Purchase Plan, the OnPREM 1998 Stock Option Plan, the 2000 Nonstatutory Stock Option Plan and for options issued outside such plans. As of March 31,
2003, approximately 0.4 million shares are currently subject to exercisable options and 0.3 million shares of restricted stock are scheduled to vest during 2003. Sales of a large number of shares could have an adverse effect on the market price for
our common stock.



Certain Provisions in
Copper Mountains Corporate Charter and Bylaws May Discourage Take-Over Attempts and Thus Depress the Market Price of Our Stock



Provisions in Copper Mountains certificate of incorporation, as amended and restated, may have the effect of delaying or preventing
a change of control or changes in its management. These provisions include:



| |  |  | the right of the Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | the ability of the Board of Directors to alter our bylaws without getting stockholder approval;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | the ability of the Board of Directors to issue, without stockholder approval, up to 10,000,000 shares of preferred stock with terms set by the Board of Directors;
and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the requirement that at least 10% of the outstanding shares are needed to call a special meeting of stockholders.
| | - |  | -----------------------------------------------------------------------------------------------------------------



Each of these provisions could discourage potential take-over
attempts and could adversely affect the market price of our common stock.



Item 3.    
Quantitative and Qualitative Disclosures About Market Risk



We are exposed to changes in interest rates primarily from our debt arrangements and our investments in certain marketable securities. Under our current policies, we do not use interest rate derivative
instruments to manage exposure to interest rate changes. A hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve, which represents the Companys expectation for a reasonably possible near-term
change in such rates, would not materially affect the fair value of its interest sensitive financial instruments at March 31, 2003.



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Item
4.    
Controls and Procedures



Our management, including our Chief Executive Officer and Chief Financial Officer within 90 days prior to the filing of this quarterly report, have conducted an evaluation of the effectiveness of disclosure controls and procedures
pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all
material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls,
subsequent to the date our Chief Executive Officer and Chief Financial Officer completed their evaluation.



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PART
IIOTHER INFORMATION



Item 1.    
Legal Proceedings



IPO Litigation.    In December 2001, the Company and certain of its officers and directors were named as defendants in a class action shareholder complaint filed in the United States District Court for the
Southern District of New York, now captioned In re Copper Mountain Networks, Inc. Initial Public Offering Securities Litigation, Case No. 01-CV-10943. In the complaint, the plaintiffs allege that the Company, certain of its officers and directors
and the underwriters of its initial public offering (IPO) violated the federal securities laws because the Companys IPO registration statement and prospectus contained untrue statements of material fact or omitted material facts
regarding the compensation to be received by, and the stock allocation practices of, the IPO underwriters. The plaintiffs seek unspecified monetary damages and other relief. Similar complaints were filed in the same court against hundreds of other
public companies that conducted IPOs of their common stock since the mid-1990s (collectively, the IPO Lawsuits).



On August 8, 2001, the IPO Lawsuits were consolidated for pretrial purposes before United States Judge Shira Scheindlin of the Southern
District of New York. Judge Scheindlin held an initial case management conference on September 7, 2001, at which time she ordered, among other things, that the time for all defendants to respond to any complaint be postponed until further order of
the court. Thus, the Company has not been required to answer the complaint, and no discovery has been served on the Company. In accordance with Judge Scheindlins orders at further status conferences in March and April, the appointed lead
plaintiffs counsel filed amended, consolidated complaints in the IPO Lawsuits on April 19, 2002. Defendants then filed a global motion to dismiss the IPO Lawsuits on July 15, 2002, as to which the Court does not expect to issue a decision
until early 2003. On October 9, 2002, the Court entered an order dismissing the Companys named officers and directors from the IPO Lawsuits without prejudice, pursuant to an agreement tolling the statute of limitations with respect to these
officers and directors until September 30, 2003.



On July 15, 2002, the Company joined in a global motion to dismiss filed by all issuers in the IPO Lawsuits. The Court decided the motion on February 19, 2003. As to the Company, the Court denied the motion to dismiss the claims
against the Company brought pursuant to Section 11 of the Securities Act of 1933 and Section 10(b) of the Exchange Act of 1934. The Company believes that this litigation is without merit and intends to defend against it vigorously.



NorthPoint Communications et
al.    On or about January 16, 2001, NorthPoint Communications, Inc., and related companies (collectively, NorthPoint), filed voluntary petitions under Chapter 11 of the Bankruptcy Code, initiating bankruptcy
proceedings in United States Bankruptcy Court (Bankruptcy Court) for the Northern District of California, San Francisco Division (the Bankruptcy Cases). NorthPoint was a customer of the Company. The Bankruptcy Cases were
converted to cases under Chapter 7 of the Bankruptcy Code on June 12, 2001. The Company timely filed a proof of claim against NorthPoint in an amount not less than U.S. $10,433,082.35 arising from, without limitation, prepetition unsecured claims
under certain executory equipment purchase and software licensing agreements, a marketing and development agreement, and service agreements, which have been rejected. Pursuant to the settlement discussed below, a final order has been entered by the
Bankruptcy Court allowing the Companys prepetition claim in the amount of $10,433,082.35 as a general unsecured claim (the Copper Mountain Claim). It is not clear at this time whether or to what extent there may be assets available
to provide any payments on account of the Copper Mountain Claim. In April 2002, the Company assigned the claim in the amount of $10.4 million to a third party in exchange for $1.4 million. The resulting gain of $1.4 million recognized on the sale of
the claim is included in recovery of bad debt for the year ended December 31, 2002.



On or about November 18, 2002, the Company received a letter from counsel for the Trustee of NorthPoints Chapter 7 Bankruptcy Estate (Trustee). In the letter, Trustees counsel
alleged that the Company had received $13,357,590 in preferential payments from NorthPoint, and that under the provisions of Bankruptcy Code sections 547 and 550 the Trustee was entitled to recover these amounts from the Company. However, no
adversary proceeding was initiated by the Trustee against the Company.



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The Company and the Trustee, through counsel, agreed in writing to toll the statute of limitations for a
specified period to give the parties time to determine whether there was any basis for settling the matter short of litigation. Ultimately, the Company and the Trustee entered into a Settlement And Release Agreement dated March 26, 2003, pursuant to
which the Company paid the Trustee the sum of $900,000, the Copper Mountain Claim was allowed as discussed above, and the parties mutually released each other from other claims subject to certain conditions and Bankruptcy Court approval (the
Settlement). On April 21, 2003, the Bankruptcy Court entered an order approving the Settlement, and that order became final on May 2, 2003.



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



No matters were submitted to a vote of security holders during the quarter ended March 31, 2002.



Item 6.    
Exhibits and Reports on Form 8-K



(a)    Exhibits



99.1    Officers Certificate



(b)    Reports on Form 8-K



On March 6, 2003 the Company filed a Current Report on Form 8-K to announce that it had reached a settlement with the Chapter 7 Trustee of NorthPoint Communications, Inc.



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SIGNATURES



Pursuant to the requirements 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.



|                  |  |     |  | Copper Mountain Networks, Inc.
|----------------- |  | --- |  | ------------------------------
|                 
|Date: May 5, 2003 |  | /s/ |  |                               
|                  |  |     |  |                               
|                  |  |     |  |                               
|                 
|                  |  | /s/ |  |                               
|                  |  |     |  |                               



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I, Richard S. Gilbert, certify
that:



1.  I have reviewed this quarterly report on
Form 10-Q of Copper Mountain Networks, Inc.;



2.  Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;



3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly report;



4.  The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:



a) designed such disclosure controls and procedures
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b) evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;



5.  The registrants other
certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls; and



6.  The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



|                 
|-----------------
|Date: May 5, 2003
|                 



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I, Michael O. Staiger, certify
that:



1.  I have reviewed this quarterly report on
Form 10-Q of Copper Mountain Networks, Inc.;



2.  Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;



3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly report;



4.  The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:



a) designed such disclosure controls and procedures
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b) evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;



5.  The registrants other
certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls; and



6.  The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



|                 
|-----------------
|Date: May 5, 2003
|                 



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