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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



(Mark One)

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



For the quarterly period ended June 30, 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)



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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 July 31, 2003 was 6,290,157.



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##### Table of Contents

COPPER MOUNTAIN NETWORKS, INC.

INDEX



|         |  |                       |  |                                                                                              |  | Page
|-------- |  | --------------------- |  | -------------------------------------------------------------------------------------------- |  | ----
|Part I.  |  | Financial Information |  |                                                                                             
|         |  |                       | 
|         |  | Item 1.               |  | Financial Statements                                                                         |  |     
|         |  |                       | 
|         |  |                       |  | Condensed Balance Sheets at June 30, 2003 and December 31, 2002                              |  | 3   
|         |  |                       | 
|         |  |                       |  | Condensed Statements of Operations for the three and six months ended June 30, 2003 and 2002 |  | 4   
|         |  |                       | 
|         |  |                       |  | Condensed Statement of Stockholders Equity for the six months ended June 30, 2003           |  | 5   
|         |  |                       | 
|         |  |                       |  | Condensed Statements of Cash Flows for the three and six Months ended June 30, 2003 and 2002 |  | 6   
|         |  |                       | 
|         |  |                       |  | Notes to Condensed Financial Statements                                                      |  | 7   
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations        |  | 12  
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                   |  | 33  
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                      |  | 33  
|         |  |                      
|Part II. |  | Other Information     |  |                                                                                             
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                            |  | 34  
|         |  |                       | 
|         |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                          |  | 35  
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                             |  | 35  



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COPPER MOUNTAIN NETWORKS, INC.

CONDENSED BALANCE SHEETS

(in thousands)



|                                                                                   |  | June 30, 2003 |          |   | December 31, 2002 |  
|---------------------------------------------------------------------------------- |  | ------------- | -------- | - | ----------------- | -
|                                                                                   |  | (Unaudited)   |          |   |                   |  
|ASSETS                                                                             |  |               |          |   |                   |  
|                                                                                   |  |              
|Current assets:                                                                    |  |               |          |   |                   |  
|Cash and cash equivalents                                                          |  | $             | 12,237   |   |                   | $
|Short-term marketable investments                                                  |  |               | 18,698   |   |                   |  
|Accounts receivable, net                                                           |  |               | 851      |   |                   |  
|Inventory, net                                                                     |  |               | 2,152    |   |                   |  
|Other current assets                                                               |  |               | 1,311    |   |                   |  
|                                                                                   |  |               |          |   |                   |  
|Total current assets                                                               |  |               | 35,249   |   |                   |  
|Property and equipment, net                                                        |  |               | 3,556    |   |                   |  
|Other assets                                                                       |  |               | 621      |   |                   |  
|                                                                                   |  |               |          |   |                   |  
|Total assets                                                                       |  | $             | 39,426   |   |                   | $
|                                                                                   |  |               |          |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                               |  |               |          |   |                   |  
|                                                                                   |  |              
|Current liabilities:                                                               |  |               |          |   |                   |  
|Accounts payable                                                                   |  | $             | 1,824    |   |                   | $
|Accrued restructuring costs                                                        |  |               | 2,168    |   |                   |  
|Accrued liabilities                                                                |  |               | 4,322    |   |                   |  
|Current portion of obligations under capital leases and equipment notes payable    |  |               | 1,881    |   |                   |  
|                                                                                   |  |               |          |   |                   |  
|Total current liabilities                                                          |  |               | 10,195   |   |                   |  
|Obligations under capital leases and equipment notes payable, less current portion |  |               | 20       |   |                   |  
|Accrued restructuring costs                                                        |  |               | 2,681    |   |                   |  
|Other accrued                                                                      |  |               | 381      |   |                   |  
|                                                                                   |  |              
|Stockholders equity:                                                              |  |               |          |   |                   |  
|Common stock                                                                       |  |               | 6        |   |                   |  
|Additional paid in capital                                                         |  |               | 248,189  |   |                   |  
|Deferred compensation                                                              |  |               | (854     | ) |                   |  
|Accumulated deficit                                                                |  |               | (221,192 | ) |                   |  
|                                                                                   |  |               |          |   |                   |  
|Total stockholders equity                                                         |  |               | 26,149   |   |                   |  
|                                                                                   |  |               |          |   |                   |  
|Total liabilities and stockholders equity                                         |  | $             | 39,426   |   |                   | $
|                                                                                   |  |               |          |   |                   |  



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 June 30, |        |   | Six Months Ended June 30, |  
|-------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | -
|                                             |  | 2003                        |        |   | 2002                      |  
|Net revenue                                  |  | $                           | 3,571  |   |                           | $
|Cost of revenue                              |  |                             | 1,455  |   |                           |  
|                                             |  |                             |        |   |                           |  
|Gross margin                                 |  |                             | 2,116  |   |                           |  
|Operating expenses:                          |  |                             |        |   |                           |  
|Research and development                     |  |                             | 3,288  |   |                           |  
|Sales and marketing                          |  |                             | 1,670  |   |                           |  
|General and administrative                   |  |                             | 1,937  |   |                           |  
|Amortization of deferred stock compensation* |  |                             | 1,459  |   |                           |  
|Recovery of bad debt                         |  |                             | (115   | ) |                           |  
|                                             |  |                             |        |   |                           |  
|Total operating expenses                     |  |                             | 8,239  |   |                           |  
|                                             |  |                             |        |   |                           |  
|Income (loss) from operations                |  |                             | (6,123 | ) |                           |  
|                                             |  |                             |        |  
|Other income (expense):                      |  |                             |        |   |                           |  
|Interest and other income                    |  |                             | 82     |   |                           |  
|Interest expense                             |  |                             | (66    | ) |                           |  
|                                             |  |                             |        |   |                           |  
|Net income (loss)                            |  | $                           | (6,107 | ) |                           | $
|                                             |  |                             |        |   |                           |  
|Basic net income (loss) per share            |  | $                           | (1.09  | ) |                           | $
|                                             |  |                             |        |   |                           |  
|Diluted net income (loss) per share          |  | $                           | (1.09  | ) |                           | $
|                                             |  |                             |        |   |                           |  
|Basic common equivalent shares               |  |                             | 5,617  |   |                           |  
|                                             |  |                             |        |   |                           |  
|Diluted common equivalent shares             |  |                             | 5,617  |   |                           |  
|                                             |  |                             |        |   |                           |  

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|* |  | 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            |  | $ | 79    |  | $ | 136   |  | $ | 122   |  | $ | 267  
|-------------------------- |  | - | ----- |  | - | ----- |  | - | ----- |  | - | -----
|Research and development   |  |   | 867   |  |   | 330   |  |   | 1,188 |  |   | 1,058
|Sales and marketing        |  |   | 339   |  |   | 257   |  |   | 471   |  |   | 546  
|General and administrative |  |   | 174   |  |   | 876   |  |   | 310   |  |   | 1,903
|                           |  |   |       |  |   |       |  |   |       |  |   |      
|Total                      |  | $ | 1,459 |  | $ | 1,599 |  | $ | 2,091 |  | $ | 3,774
|                           |  |   |       |  |   |       |  |   |       |  |   |      



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    |   | AdditionalPaid inCapital |        |   | DeferredCompensation |   |         | AccumulatedDeficit |  |   | TotalStockholdersEquity |  
|------------------------------------------------------------------ |  | --------------- | - | ------------------------ | ------ | - | -------------------- | - | ------- | ------------------ |  | - | ------------------------ | -
|                                                                   |  | Number ofShares |   |                          | Amount |   |                      |   |        
|Balance at January 1, 2003                                         |  | 5,852           |   |                          | $      | 6 |                      | $ | 245,667 |                    |  | $ | (621                     | )
|Adjustment of deferred compensation related to options outstanding |  |                |   |                          |        |  |                      |   | 2,381   |                    |  |   | (2,381                   | )
|Amortization related to deferred stock compensation                |  |                |   |                          |        |  |                      |   |        |                    |  |   | 2,091                    |  
|Common stock issued under Employee Stock Purchase Plan             |  | 18              |   |                          |        |  |                      |   | 54      |                    |  |   |                         |  
|Exercise of options to purchase common stock                       |  | 59              |   |                          |        |  |                      |   | 144     |                    |  |   |                         |  
|Cancellation of restricted common stock                            |  | (5              | ) |                          |        |  |                      |   | (57     | )                  |  |   | 57                       |  
|Net loss                                                           |  |                |   |                          |        |  |                      |   |        |                    |  |   |                         |  
|                                                                   |  |                 |   |                          |        |   |                      |   |         |                    |  |   |                          |  
|Balance at June 30, 2003                                           |  | 5,924           |   |                          | $      | 6 |                      | $ | 248,189 |                    |  | $ | (854                     | )
|                                                                   |  |                 |   |                          |        |   |                      |   |         |                    |  |   |                          |  



See accompanying notes
to condensed financial statements



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COPPER MOUNTAIN NETWORKS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                            |  | Six Months Ended June 30, |        
|--------------------------------------------------------------------------- |  | ------------------------- | -------
|                                                                            |  | 2003                      |        
|Cash flows from operating activities:                                       |  |                           |        
|Net loss                                                                    |  | $                         | (10,647
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |        
|Depreciation and amortization                                               |  |                           | 2,627  
|Non-cash compensation                                                       |  |                           | 2,091  
|Realized gain on vendor settlements                                         |  |                           |       
|Realized gain on marketable investment                                      |  |                           |       
|Changes in operating assets and liabilities:                                |  |                           |        
|Accounts receivable, net                                                    |  |                           | 150    
|Inventory, net                                                              |  |                           | (1,098 
|Other current assets and other assets                                       |  |                           | 130    
|Adverse purchase commitment                                                 |  |                           |       
|Accounts payable and accrued liabilities                                    |  |                           | (399   
|Accrued restructuring costs                                                 |  |                           | (793   
|                                                                            |  |                           |        
|Net cash used in operating activities                                       |  |                           | (7,939 
|                                                                            |  |                           |        
|Cash flows from investing activities:                                       |  |                           |        
|Purchases of marketable investments                                         |  |                           | (18,611
|Maturities of marketable investments                                        |  |                           | 14,429 
|Purchases of property and equipment                                         |  |                           | (200   
|                                                                            |  |                           |        
|Net cash (used)provided by investing activities                             |  |                           | (4,382 
|                                                                            |  |                           |        
|Cash flows from financing activities:                                       |  |                           |        
|Payments on capital leases and equipment notes payable                      |  |                           | (1,633 
|Proceeds from issuance of common stock, net                                 |  |                           | 198    
|                                                                            |  |                           |        
|Net cash used in financing activities                                       |  |                           | (1,435 
|                                                                            |  |                           |        
|Net (decrease)increase in cash and cash equivalents                         |  |                           | (13,756
|                                                                            |  |                          
|Cash and cash equivalents at beginning of period                            |  |                           | 25,993 
|                                                                            |  |                           |        
|Cash and cash equivalents at end of period                                  |  | $                         | 12,237 
|                                                                            |  |                           |        
|Supplemental information:                                                   |  |                           |        
|Interest paid                                                               |  | $                         | 82     
|                                                                            |  |                           |        



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 and six months ended June 30, 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 June 30, 2003, the Company held investments in investment grade debt and money market securities with various maturities through November 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 June 30, 2003
totaled $18.7 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 June 30, 2003 approximated the carrying value. The Company has designated all of its investments held on June 30, 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 through the first quarter of 2003. The company did not receive the lesees quarterly lease payment that was due in the second quarter of
2003. See Note 8 Subsequent Event.



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 June 30, 2003 include revenue recognized from one customer totaling $2.2 million or 62% (international customer) of net revenue. The Companys revenues for the six months ended June 30, 2003 include revenue recognized from
one customer totaling $3.3 million or 47% (international customer) 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 five customers individually representing 30%, 22%, 12%, 12%, and 11% of
total accounts receivable at June 30, 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 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.



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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 and six
months ended June 30, 2003 the Company sold CE200 access concentrators and related line cards that had been previously written down by $3.8 million and $9.2 million, respectively.



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 Income(Loss) Per Share



Basic and diluted net income(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 722,000 for the
three month period ended June 30, 2003 were excluded from the calculation because of their anti-dilutive effect. Common stock equivalents of 335,000 were used to calculate diluted earnings per share for the three months ended June 30, 2002. Common
stock equivalents of 684,000 and 195,000 for the six months ended June 30, 2003 and 2002 were excluded from the calculation because of their anti-dilutive effect.



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



|                                      |  | June 30,2003 |         |   | December 31,2002 |  
|------------------------------------- |  | ------------ | ------- | - | ---------------- | -
|                                      |  | (Unaudited)  |         |   |                  |  
|Inventory:                            |  |              |         |   |                  |  
|Raw materials                         |  | $            | 38,450  |   |                  | $
|Work in process                       |  |              | 103     |   |                  |  
|Finished goods                        |  |              | 2,551   |   |                  |  
|Allowance for excess and obsolescence |  |              | (38,952 | ) |                  |  
|                                      |  |              |         |   |                  |  
|                                      |  | $            | 2,152   |   |                  | $
|                                      |  |              |         |   |                  |  
|Accrued liabilities:                  |  |              |         |   |                  |  
|Accrued compensation                  |  | $            | 1,329   |   |                  | $
|Accrued legal settlement              |  |              |        |   |                  |  
|Accrued warranty                      |  |              | 300     |   |                  |  
|Accrued paid time off                 |  |              | 825     |   |                  |  
|Deferred revenue                      |  |              | 516     |   |                  |  
|Other                                 |  |              | 1,352   |   |                  |  
|                                      |  |              |         |   |                  |  
|                                      |  | $            | 4,322   |   |                  | $
|                                      |  |              |         |   |                  |  



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 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.



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



|                                    |  | Cash/Non-cash |  | Balanceat January 1,2003 |       | Activity |   |      | Balance at June 30,2003
|----------------------------------- |  | ------------- |  | ------------------------ | ----- | -------- | - | ---- | -----------------------
|Excess lease costs                  |  | Cash          |  | $                        | 5,567 |          | $ | (718 | )                      
|Elimination of job responsibilities |  | Cash          |  |                          | 75    |          |   | (75  | )                      
|                                    |  |               |  |                          |       |          |   |      |                        
|                                    |  |               |  | $                        | 5,642 |          | $ | (793 | )                      
|                                    |  |               |  |                          |       |          |   |      |                        



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. In addition, three
related derivative actions against certain current and former Copper Mountain officers and directors were filed in state courts in Delaware and California. Both the federal class action and state derivative lawsuits 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 two derivative lawsuits pending in California Superior Court have been consolidated and all three derivative lawsuits have been stayed, pending resolution of the Northern District Complaints. At the appropriate time, the Company
intends to file a motion to dismiss the Northern District Complaints. All of the foregoing complaints have been tendered to the Companys insurance carrier. No discovery has been conducted in any of these lawsuits.



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 amended complaint, the plaintiffs allege that the Company, certain of its officers and directors and the underwriters of its initial public offering (IPO) violated section 11 of the Securities Act of 1933 based on
allegations that the Companys registration statement and prospectus failed to disclose material facts regarding the compensation to be received by, and the stock allocation practices of, the IPO underwriters. The complaint also contains a
claim for violation of section 10(b) of the Securities Exchange Act of 1934 based on allegations that this omission constituted deceit on investors. Similar complaints were filed in the same court against hundreds of other public companies
(Issuers) that conducted IPOs of their common stock in the late 1990s (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. On July 15,
2002, the Company joined in a global motion to dismiss the IPO Cases filed by all of the Issuers(among others). 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 February 19, 2003, the court issued a decision denying the motion to dismiss the claims against the
Company.



In June 2003, Issuers and Plaintiffs reached a tentative settlement
agreement that would, among other things, result in the dismissal with prejudice of all claims against the issuers and their officers and directors in the IPO Lawsuits. In addition, the tentative settlement guarantees that, in the event that the
Plaintiffs recover less than $1 billion in settlement or judgment against the Underwriter defendants in the IPO Lawsuits, the Plaintiffs will be entitled to recover the difference between the actual recovery and $1 billion



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from the insurers for the Issuers. Although the Company has approved this settlement proposal in principle, it remains
subject to a number of procedural conditions, as well as formal approval by the Court.



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 June 30, 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.
The deferred compensation is 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 Ended June 30, |         |   | Six Months Ended June 30, |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ------------------------- | -
|                                                                                                                                   |  | 2003                        |         |   | 2002                      |  
|Net income (loss) as reported                                                                                                      |  | $                           | (6,107  | ) |                           | $
|Add: Stock-based employee compensation included in net income, net of related tax effects                                          |  |                             | 1,396   |   |                           |  
|Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                             | (627    | ) |                           |  
|                                                                                                                                   |  |                             |         |   |                           |  
|Pro forma net loss under SFAS No. 123                                                                                              |  | $                           | (5,338  | ) |                           | $
|                                                                                                                                   |  |                             |         |   |                           |  
|Pro forma basic net loss per share under SFAS No. 123                                                                              |  | $                           | (0.95   | ) |                           | $
|                                                                                                                                   |  |                             |         |   |                           |  
|Pro forma diluted net loss per share under SFAS No. 123                                                                            |  | $                           | (0.95   | ) |                           | $
|                                                                                                                                   |  |                             |         |   |                           |  
|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 stock options granted during the three months ended June 30, 2003 and 2002 was $2.13, and $8.15 per share, respectively. The weighted-average estimated fair value of stock options granted during the six months ended June 30,
2003 and 2002 was $2.12, and $10.69 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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NOTE 8Subsequent Event



During the year ended December 31, 2000, the Company entered into a $8.6 million credit facility with a customer for the
purchase of the Companys equipment under a capital lease agreement. The lease was accounted for as a sales-type capital lease. During the year ended December 31, 2001, the Company, as a result of the continuing deterioration of the
lessees financial position reduced the carrying value of the lease receivable to zero. This charge was included in bad debt expense for the year ended December 31, 2001. As of June 30, 2003, the remaining principal outstanding and interest
earned under the lease totaled $3.7 million. In July 2003 the Company reached an agreement with the lessee to settle all remaining obligations for a one-time lump-sum payment of $2.6 million. The Company will record this payment as a recovery of bad
debt expense during the three months ending September 30, 2003.



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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, 2002 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 of
broadband service concentrators (and variants thereof, including but not limited to the VantEdge access broadband remote access server, or access BRAS, product) 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, as well as from CE200 system software upgrade licenses. 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 June 30, 2003, revenue recognized from our largest
customer, Versatel, accounted for approximately 62% of our revenue. 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 June 30, 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 $29.3 million from inception to June 30, 2003 and amortized $28.4 million from inception to June 30, 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 an employee. The related net compensation expense of approximately $9.0 million will be amortized in accordance with FASB Interpretation No. 28 over the original 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 June 30, 2003. As of June 30, 2003 approximately 138,000 restricted shares had vested
and approximately 118,000 of the restricted shares had been cancelled. As of June 30, 2003 approximately 279,000 shares of restricted stock remain outstanding



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and unvested. Approximately 170,000 and 109,000, shares of the remaining restricted stock outstanding vests in August of
2004 and 2003, 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 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 |  | Balanceat January 1,2003 |       | Activity |   |      | Balance at June 30,2003
|----------------------------------- |  | ------------- |  | ------------------------ | ----- | -------- | - | ---- | -----------------------
|Excess lease costs                  |  | Cash          |  | $                        | 5,567 |          | $ | (718 | )                      
|Elimination of job responsibilities |  | Cash          |  |                          | 75    |          |   | (75  | )                      
|                                    |  |               |  |                          |       |          |   |      |                        
|                                    |  |               |  | $                        | 5,642 |          | $ | (793 | )                      
|                                    |  |               |  |                          |       |          |   |      |                        



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 June 30, |    |  | Six Months Ended June 30, |  
|------------------------------------------- |  | --------------------------- | -- |  | ------------------------- | -
|                                            |  | 2003                        |    |  | 2002                      |  
|Net revenue                                 |  | 100.0                       | %  |  | 100.0                     | %
|Cost of revenue                             |  | 40.7                        |    |  | (534.3                    | )
|                                            |  |                             |    |  |                           |  
|Gross margin                                |  | 59.3                        |    |  | 634.3                     |  
|Operating expenses:                         |  |                             |    |  |                           |  
|Research and development                    |  | 92.1                        |    |  | 271.5                     |  
|Sales and marketing                         |  | 46.8                        |    |  | 66.8                      |  
|General and administrative                  |  | 54.2                        |    |  | 97.2                      |  
|Amortization of deferred stock compensation |  | 40.9                        |    |  | 65.5                      |  
|Recovery of bad debt                        |  | (3.2                        | )  |  | (94.8                     | )
|                                            |  |                             |    |  |                           |  
|Total operating expenses                    |  | 230.8                       |    |  | 406.2                     |  
|Loss from operations                        |  | (171.5                      | )  |  | 228.1                     |  
|Interest and other income, net              |  | 0.4                         |    |  | 4.9                       |  
|                                            |  |                             |    |  |                           |  
|Net loss                                    |  | (171.1                      | )% |  | 233.0                     | %
|                                            |  |                             |    |  |                           |  



Three Months Ended June 30, 2003
vs. Three Months Ended June 30, 2002



Net Revenue.Net revenue increased from $2.4 million for the three months ended June 30, 2002 to $3.6 million for the three months ended June 30, 2003. Sales to our largest customer for the three months ended June 30, 2003, Versatel, was $2.2 million. Sales
to our four largest customers for the three months ended June 30, 2002, Versatel, Network Telephone, Mpower Communications, and AT&T, were $0.5 million, $0.4 million, $0.3 million and $0.3 million, respectively.



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Gross Margin.Our gross margin decreased from $15.5 million for the three months ended June 30,
2002 to $2.1 million for the three months ended June 30, 2003. The decrease in gross margin was primarily the result of the Company recognizing a non-recurring gain of $14.9 million related to the settlement of disputes with four vendors. The gain
is included as a credit to cost of goods sold for the three months ended June 30, 2002. During the three months ended June 30, 2003 the Company sold CE200 access concentrators and related line cards that had been previously written down by $3.8
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 $6.6 million for the three months ended June 30, 2002 to $3.3
million for the three months ended June 30, 2003. This decrease was due to a decrease in personnel expenses related to a decrease in our engineering staff, decreased depreciation related to a reduction in the purchase of engineering lab equipment,
and decreased spending on prototype materials.



Sales and
Marketing.Our sales and marketing expenses increased from $1.6 million for the three months ended June 30, 2002 to $1.7 million for the three months ended June 30, 2003. This increase was primarily due to an increase in personnel costs, which
was partially offset by lower depreciation costs on evaluation equipment.



General and Administrative.Our general and administrative expenses decreased from $2.4 million for the three months ended June 30, 2002 to $1.9 million for the three months ended June 30, 2003. This decrease
was due to lower legal, facility, and depreciation costs which were partially offset by higher personnel costs.



Interest and Other Income.Our interest and other income decreased from $279,000 for the three months ended June 30, 2002 to $82,000 for the three
months ended June 30, 2003. This decrease was primarily the result of lower average cash and short-term investment balances and a decrease in average investment yields.



Interest Expense.Our interest expense decreased from $158,000 for the three months ended June 30, 2002 to $66,000
for the quarter ended June 30, 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.



Six Months Ended June 30, 2003 vs. Six Months Ended June 30, 2002



Net Revenue.Net revenue increased from $5.5 million for the six
months ended June 30, 2002 to $7.1 million for the six months ended June 30, 2003. Sales to our largest customer for the six months ended June 30, 2003, Versatel, was $3.3 million. Sales to our three largest customers for the six months ended June
30, 2002, Versatel, Mpower, and Network Telephone, were $1.0 million, $0.9 million, $0.6 million, respectively.



Gross Margin.Our gross margin decreased from $16.4 million for the six months ended June 30, 2002 to $4.7 million for the six months ended June
30, 2003. The decrease in gross margin was primarily the result of the Company recognizing a non-recurring gain of $14.9 million related to the settlement of disputes with four vendors. The gain is included as a credit to cost of goods sold for the
six months ended June 30, 2002. During the six months ended June 30, 2003 the Company sold CE200 access concentrators and related line cards that had been previously written down by $9.2 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 $13.9 million for the six months ended June 30, 2002 to $6.7 million for the six months ended June 30, 2003. This decrease was due to a decrease in personnel expenses related to a decrease in our engineering staff, decreased
spending on prototype materials, and decreased depreciation related to a reduction in the purchase of engineering lab equipment.



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Sales and Marketing.Our sales and marketing expenses were flat at $3.4 million for the six months
ended June 30, 2002 and 2003.



General and Administrative.Our general and administrative expenses decreased from $4.8 million for the six months ended June 30, 2002 to $4.0 million for the six months ended June 30, 2003. This decrease was due to lower legal, facility, and depreciation costs which were
partially offset by higher personnel costs.



Interest and
Other Income.Our interest and other income decreased from $1.7 million for the six months ended June 30, 2002 to $0.2 million for the six months ended June 30, 2003. This decrease was primarily the result of a non-recurring gain of $1.0 million
on marketable securities being recognized during the six months ended June 30, 2002, lower average cash and short-term investment balances and a decrease in average investment yields.



Interest Expense.Our interest expense decreased from $0.3 million for the six months ended June 30, 2002 to $0.2
million for the six months ended June 30, 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.



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 June 30, 2003, we had cash and cash equivalents
of $12.2 million and short-term marketable investments of $18.7 million.



We currently require approximately $5 million to $7 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 twelve 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 second 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 third 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.



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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 six months ended June 30, 2003 and 2002 was $7.9 million and $20.0 million, respectively. The relative decrease
in cash used in operating activities for the six months ended June 30, 2003 compared to the same period in the prior year was primarily the result of a reduction in the net loss after adjusting for the realized gain on vendor settlements that is
included in the results for the six months ended June 30, 2002. Excluding this non-cash gain our net loss would have decreased during the six months ended June 30, 2003 by approximately $9.3 million when compared to the same period in the prior
year. Also contributing to the decrease was an overall decrease in disbursements related to funding our working capital requirements.



Cash (used)provided by investing activities for the six months ended June 30, 2003 and 2002 was $(4.4) million and $26.2 million, respectively. The
relative increase in cash used by investing activities for the six months ended June 30, 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 six months ended June 30, 2003 and 2002 was $1.4 million and $1.5 million, respectively. The decrease in cash used in financing activities for the six months ended June 30, 2003 compared to the same period in the prior year was primarily due to
an increase in proceeds from the issuance of common stock which was partially offset by an increase in disbursement to pay down the principal balances of our capital leases and equipment notes payable.



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 product) 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.
| | - |  | -----------------------------------------------------------------------------------------



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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



Before investing in our common stock, 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. 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.



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 may 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



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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 $5 to $7 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 second 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 third quarter of 2004, we expect that we may have 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
| | - |  | --------------------------------------------------------------------------------------------------------------



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| |  |  | 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 74% of our net revenue for the quarter ended June 30, 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 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



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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 affected 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. You should not expect future revenue
to be comparable to our historic revenue, and our recent quarterly revenues are not 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 compete in the intensely competitive market for telecommunications equipment;
| | - |  | --------------------------------------------------------------------------------



| |  |  | to attract new customers;
| | - |  | -------------------------



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



| |  |  | to successfully penetrate international markets;
| | - |  | ------------------------------------------------



| |  |  | to expand our addressable market by selling into the incumbent or ILEC market, the IXC market and international markets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | to introduce new products and product enhancements in a timely and competitive fashion; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | to successfully manage the size of our operational infrastructure.
| | - |  | ------------------------------------------------------------------



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 or 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:



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| |  |  | telecommunications and DSL market conditions and economic conditions generally;
| | - |  | -------------------------------------------------------------------------------



| |  |  | the financial viability and telecommunications equipment capital expenditure activities of our major customers and prospective customers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to penetrate the ILEC, IXC, PTT and IOC markets;
| | - |  | ------------------------------------------------------------



| |  |  | our prospective customers confidence in our ability to remain financially viable and these customers willingness to purchase our products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the loss of any one or more of our major customers or a significant reduction in orders from those customers;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | fluctuations in demand for our products and services;
| | - |  | -----------------------------------------------------



| |  |  | 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to develop, introduce, ship and support new products and product enhancements and manage product transitions;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | new product introductions or announcements and price reductions of products offered by our competitors;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | a decrease in the average selling prices of our products;
| | - |  | ---------------------------------------------------------



| |  |  | our ability to achieve cost reductions;
| | - |  | ---------------------------------------



| |  |  | our ability to obtain sufficient supplies of sole or limited source components for our products;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | changes in the prices of our components;
| | - |  | ----------------------------------------



| |  |  | our ability to maintain production volumes and quality levels for our products;
| | - |  | -------------------------------------------------------------------------------



| |  |  | the volume and mix of products sold and the mix of distribution channels through which they are sold;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | increased competition, particularly from larger, better capitalized competitors; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | costs relating to possible acquisitions and integration of technologies or businesses.
| | - |  | --------------------------------------------------------------------------------------



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



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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, 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. In addition, three related derivative actions against certain current and former Copper Mountain officers and directors were filed in state courts in Delaware and California. Both the federal class
action and state derivative lawsuits 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 two derivative lawsuits pending in California Superior Court have been consolidated and all three derivative lawsuits have been stayed, pending resolution of the Northern
District Complaints. At the appropriate time, the Company intends to file a motion to dismiss the Northern District Complaints. All of the foregoing complaints have been tendered to the Companys insurance carrier. No discovery has been
conducted in any of these lawsuits.



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 amended complaint, the plaintiffs allege that the Company, certain of its officers and directors and the underwriters of its initial public offering (IPO)
violated section 11 of the Securities Act of 1933 based on allegations that the Companys registration statement and prospectus failed to disclose material facts regarding the compensation to be received by, and the stock allocation practices
of, the IPO underwriters. The complaint also contains a claim for violation of section 10(b) of the Securities Exchange Act of 1934 based on allegations that this omission constituted deceit on investors. Similar complaints were filed in the same
court against hundreds of other public companies (Issuers) that conducted IPOs of their common stock in the late 1990s (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. On July 15, 2002, the Company joined in a global motion to dismiss the IPO Cases filed by all of the Issuers(among others). On October 9, 2002, the



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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 February 19, 2003, the court issued a decision denying the motion to dismiss the claims against the
Company.



In June 2003, Issuers and Plaintiffs reached a
tentative settlement agreement that would, among other things, result in the dismissal with prejudice of all claims against the issuers and their officers and directors in the IPO Lawsuits. In addition, the tentative settlement guarantees that, in
the event that the Plaintiffs recover less than $1 billion in settlement or judgment against the Underwriter defendants in the IPO Lawsuits, the Plaintiffs will be entitled to recover the difference between the actual recovery and $1 billion from
the insurers for the Issuers. Although the Company has approved this settlement proposal in principle, it remains subject to a number of procedural conditions, as well as formal approval by the Court.



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.



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 Occur Later than Anticipated or Not at All



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



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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.



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 new or enhanced DSL 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



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expect to develop certain new products, which may include 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;
| | - |  | -----------------------------------



| |  |  | injury to our reputation; and
| | - |  | -----------------------------



| |  |  | increased service and warranty costs.
| | - |  | -------------------------------------



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.



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;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | product introductions or announcements by our competitors;
| | - |  | ----------------------------------------------------------



| |  |  | price competition in our industry and between DSL and competing technologies; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | 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 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



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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.



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



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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.



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.



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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:



| |  |  | 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.



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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



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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 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.



In the Past Copper Mountain 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



Such pro forma information was 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 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 June 30, 2003, we had approximately 5.9 million shares of common stock outstanding. We have filed six registration statements on Form S-8 with the Securities and
Exchange Commission covering approximately 2.8 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 June 30, 2003, approximately 0.4 million shares are currently subject to exercisable options and 0.1 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.



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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 June 30, 2003.



Item 4. Controls and Procedures



Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities
Exchange Act of 1934) as of the end of the period covered by this report. 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



Reference is made to
the descriptions of legal proceedings contained in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and the Companys Quarterly Report on Form 10-Q for the three months ended March 31, 2003, which are
incorporated herein by this reference, except to the extent updated in this Item 1.



Copper Mountain Securities Litigation, ND Cal. (and related actions).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. In addition, three related derivative actions against certain current and former Copper Mountain
officers and directors were filed in state courts in Delaware and California. Both the federal class action and state derivative lawsuits 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 two derivative lawsuits pending in California Superior Court have been
consolidated and all three derivative lawsuits have been stayed, pending resolution of the Northern District Complaints. At the appropriate time, the Company intends to file a motion to dismiss the Northern District Complaints. All of the foregoing
complaints have been tendered to the Companys insurance carrier. No discovery has been conducted in any of these lawsuits.



Copper Mountain Networks, Inc. Initial Public Offering Securities 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 amended complaint, the plaintiffs allege that the Company, certain of its officers and directors, and the underwriters of its initial public offering (IPO) violated section 11 of the Securities Act of 1933
based on allegations that the Companys registration statement and prospectus failed to disclose material facts regarding the compensation to be received by, and the stock allocation practices of, the IPO underwriters. The complaint also
contains a claim for violation of section 10(b) of the Securities Exchange Act of 1934 based on allegations that this omission constituted a deceit on investors. Similar complaints were filed in the same Court against hundreds of other public
companies (Issuers) that conducted IPOs of their common stock in the late 1990s (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. On July 15,
2002, the Company joined in a global motion to dismiss the IPO Cases filed by all of the Issuers (among others). 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 February 19, 2003, the Court issued a decision denying the motion to dismiss the claims against the
Company.



In June 2003, Issuers and Plaintiffs reached a tentative settlement
agreement that would, among other things, result in the dismissal with prejudice of all claims against the Issuers and their officers and directors in the IPO Lawsuits. In addition, the tentative settlement guarantees that, in the event that the
Plaintiffs recover less than $1 billion in settlement or judgment against the Underwriter defendants in the IPO Lawsuits, the Plaintiffs will be entitled to recover the difference between the actual recovery and $1 billion from the insurers for the
Issuers. Although the Company has approved this settlement proposal in principle, it remains subject to a number of procedural conditions, as well as formal approval by the Court.



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



The Annual Meeting of Stockholders of Copper Mountain Networks, Inc. was held on May 7, 2003. At this meeting, the Company solicited the vote of the stockholders on the proposals set forth below and received for each
proposal the votes indicated below:



| | (i) |  | To elect directors to serve for the ensuing year and until their successors are elected. Elected to serve as directors were Richard S. Gilbert, Joseph D. Markee, Tench Coxe, Roger
L. Evans, Raymond V. Thomas and Joseph R. Zell. For each elected director the results of voting were: Richard S. Gilbert 5,102,416 for and 135,509 withheld; Joseph D. Markee 5,110,527 for and 127,398 withheld; Tench Coxe 5,083,416 for and 154,509
withheld; Roger L. Evans 5,084,831 for and 153,094 withheld; Raymond V. Thomas 5,109,654 for and 128,271 withheld; Joseph R. Zell 5,084,697 for and 153,228 withheld. Each of the nominees was re-elected to serve as a director of the Company.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) |  | To ratify the selection of Deloitte & Touche LLP as independent auditors of the Company for its year ending December 31, 2003. The selection of Deloitte & Touche LLP as
independent auditors of the Company for its year ending December 31, 2003 was ratified with the following votes: 5,224,098 for, 10,451 against, and 3,376 abstained.
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits
|--- |  | --------



| | 31.1 |  | Certification by Richard S. Gilbert pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ----------------------------------------------------------------------------------------------



| | 31.2 |  | Certification by Michael O. Staiger pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ----------------------------------------------------------------------------------------------



| | 32 |  | Certification by Richard S. Gilbert and Michael O. Staiger pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------



|(b) |  | Reports on Form 8-K
|--- |  | -------------------



| |  | On April 30, 2003, the Company filed a Current Report on Form 8-K announcing its unaudited financial results for the quarter ended March 31, 2003.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------



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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: August 5, 2003 |  | /s/ |  | Richard S. Gilbert                                             
|                     |  |     |  | Richard S. Gilbert                                             
|                     |  |     |  | Chairman and Chief Executive Officer                           
|                     |  |    
|                     |  | /s/ |  | Michael O. Staiger                                             
|                     |  |     |  | Michael O. Staiger                                             
|                     |  |     |  | Executive Vice President, Chief Financial Officer and Secretary



36