e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
(Mark one)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 28, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-19528
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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95-3685934 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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5775 Morehouse Dr., San Diego, California
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92121-1714 |
(Address of principal executive offices)
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(Zip Code) |
(858) 587-1121
(Registrants telephone number, including area code)
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 twelve 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 ninety days. Yes þ No o
Indicate by check
mark whether the
registrant is a
large accelerated filer, an accelerated filer, a non-accelerated
filer, or a
smaller reporting company.
See the definitions of large accelerated
filer, accelerated
filer
and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
The number of shares outstanding of each of the issuers classes of common stock, as of the
close of business on January 26, 2009, were as follows:
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Class
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Number of Shares |
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Common Stock, $0.0001 per share par value
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1,649,449,914 |
INDEX
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Page |
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20 |
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47 |
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CERTIFICATIONS |
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2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
QUALCOMM Incorporated
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
(Unaudited)
ASSETS
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December 28, |
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September 28, |
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2008 |
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2008 |
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Current assets: |
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Cash and cash equivalents |
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$ |
3,826 |
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$ |
1,840 |
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Marketable securities |
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5,183 |
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4,571 |
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Accounts receivable, net |
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943 |
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4,038 |
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Inventories |
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458 |
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521 |
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Deferred tax assets |
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299 |
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289 |
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Collateral held under securities lending |
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11 |
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173 |
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Other current assets |
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290 |
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291 |
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Total current assets |
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11,010 |
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11,723 |
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Marketable securities |
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4,048 |
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4,858 |
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Deferred tax assets |
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996 |
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830 |
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Property, plant and equipment, net |
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2,262 |
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2,162 |
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Goodwill |
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1,494 |
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1,517 |
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Other intangible assets, net |
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3,080 |
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3,104 |
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Other assets |
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565 |
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369 |
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Total assets |
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$ |
23,455 |
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$ |
24,563 |
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities: |
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Trade accounts payable |
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$ |
376 |
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$ |
570 |
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Payroll and other benefits related liabilities |
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347 |
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406 |
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Dividends payable |
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264 |
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Income taxes payable |
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48 |
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20 |
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Unearned revenues |
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403 |
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394 |
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Obligations under securities lending |
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11 |
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173 |
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Other current liabilities |
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633 |
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728 |
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Total current liabilities |
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2,082 |
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2,291 |
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Unearned revenues |
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3,666 |
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3,768 |
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Income taxes payable |
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240 |
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227 |
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Other liabilities |
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330 |
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333 |
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Total liabilities |
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6,318 |
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6,619 |
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Commitments and contingencies (Note 7) |
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Stockholders equity: |
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Preferred stock, $0.0001 par value; issuable in series;
8 shares authorized; none outstanding at
December 28, 2008 and September 28, 2008 |
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Common stock, $0.0001 par value; 6,000 shares
authorized; 1,649 and 1,656 shares issued and
outstanding at December 28, 2008 and September 28,
2008,
respectively |
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Paid-in capital |
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7,413 |
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7,511 |
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Retained earnings |
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10,794 |
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10,717 |
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Accumulated other comprehensive loss |
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(1,070 |
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(284 |
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Total stockholders equity |
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17,137 |
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17,944 |
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Total liabilities and stockholders equity |
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$ |
23,455 |
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$ |
24,563 |
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See Notes to Condensed Consolidated Financial Statements.
3
QUALCOMM Incorporated
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
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Three Months Ended |
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December 28, |
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December 30, |
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2008 |
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2007 |
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Revenues: |
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Equipment and services |
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$ |
1,423 |
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$ |
1,703 |
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Licensing and royalty fees |
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1,094 |
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737 |
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Total revenues |
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2,517 |
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2,440 |
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Operating expenses: |
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Cost of equipment and services revenues |
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755 |
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783 |
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Research and development |
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604 |
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511 |
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Selling, general and administrative |
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413 |
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389 |
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Total operating expenses |
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1,772 |
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1,683 |
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Operating income |
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745 |
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757 |
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Investment (loss) income, net (Note 4) |
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(294 |
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173 |
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Income before income taxes |
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451 |
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930 |
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Income tax expense |
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(110 |
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(163 |
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Net income |
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$ |
341 |
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$ |
767 |
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Basic earnings per common share |
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$ |
0.21 |
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$ |
0.47 |
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Diluted earnings per common share |
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$ |
0.20 |
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$ |
0.46 |
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Shares used in per share calculations: |
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Basic |
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1,653 |
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1,635 |
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Diluted |
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1,667 |
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1,664 |
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Dividends per share announced |
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$ |
0.16 |
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$ |
0.14 |
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See Notes to Condensed Consolidated Financial Statements.
4
QUALCOMM Incorporated
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
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Three Months Ended |
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December 28, |
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December 30, |
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2008 |
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2007 |
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Operating Activities: |
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Net income |
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$ |
341 |
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$ |
767 |
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Adjustments to reconcile net income to net cash provided by operating
activities: |
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Depreciation and amortization |
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152 |
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108 |
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Revenues related to non-monetary exchanges |
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(29 |
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Non-cash portion of income tax expense |
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45 |
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72 |
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Non-cash portion of share-based compensation expense |
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145 |
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125 |
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Incremental tax benefit from stock options exercised |
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(16 |
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(48 |
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Net realized losses (gains) on marketable securities and other investments |
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33 |
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(82 |
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Other-than-temporary losses on marketable securities and other investments |
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392 |
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57 |
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Other items, net |
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(14 |
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4 |
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Changes in assets and liabilities, net of effects of acquisitions: |
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Accounts receivable, net |
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2,716 |
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43 |
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Inventories |
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65 |
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(47 |
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Other assets |
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(19 |
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11 |
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Trade accounts payable |
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(192 |
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(77 |
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Payroll, benefits and other liabilities |
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(54 |
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(35 |
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Unearned revenues |
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(64 |
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(18 |
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Net cash provided by operating activities |
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3,501 |
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880 |
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Investing Activities: |
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Capital expenditures |
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(234 |
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(127 |
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Purchases of available-for-sale securities |
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(2,586 |
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(1,684 |
) |
Proceeds from sale of available-for-sale securities |
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1,373 |
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2,492 |
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Cash received for partial settlement of investment receivables |
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202 |
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Other investments and acquisitions, net of cash acquired |
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(14 |
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(229 |
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Change in collateral held under securities lending |
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162 |
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138 |
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Other items, net |
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(4 |
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Net cash (used) provided by investing activities |
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(1,101 |
) |
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590 |
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Financing Activities: |
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Proceeds from issuance of common stock |
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26 |
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77 |
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Incremental tax benefit from stock options exercised |
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16 |
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48 |
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Repurchase and retirement of common stock |
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(285 |
) |
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(900 |
) |
Change in obligations under securities lending |
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(162 |
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(138 |
) |
Other items, net |
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(1 |
) |
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(1 |
) |
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Net cash used by financing activities |
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(406 |
) |
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(914 |
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Effect of exchange rate changes on cash |
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(8 |
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1 |
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Net increase in cash and cash equivalents |
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1,986 |
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557 |
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Cash and cash equivalents at beginning of period |
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1,840 |
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2,411 |
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Cash and cash equivalents at end of period |
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$ |
3,826 |
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$ |
2,968 |
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See Notes to Condensed Consolidated Financial Statements.
5
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 Basis of Presentation
Financial Statement Preparation. The accompanying interim condensed consolidated financial
statements have been prepared by QUALCOMM Incorporated (the Company or QUALCOMM), without audit, in
accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all
information and footnotes necessary for a fair presentation of its consolidated financial position,
results of operations and cash flows in accordance with accounting principles generally accepted in
the United States. The condensed consolidated balance sheet at September 28, 2008 was derived from
the audited financial statements at that date but may not include all disclosures required by
accounting principles generally accepted in the United States. The Company operates and reports
using a 52-53 week fiscal year ending on the last Sunday in September. The three-month periods
ended December 28, 2008 and December 30, 2007 both included 13 weeks.
In the opinion of management, the unaudited financial information for the interim periods
presented reflects all adjustments, which are only normal and recurring, necessary for a fair
statement of results of operations, financial position and cash flows. These condensed consolidated
financial statements should be read in conjunction with the consolidated financial statements
included in the Companys Annual Report on Form 10-K for the fiscal year ended September 28, 2008.
Operating results for interim periods are not necessarily indicative of operating results for an
entire fiscal year.
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the
reported amounts and the disclosure of contingent amounts in the Companys financial statements and
the accompanying notes. Actual results could differ from those estimates. Certain prior year
amounts have been reclassified to conform to the current year presentation.
Principles of Consolidation. The Companys condensed consolidated financial statements include
the assets, liabilities and operating results of majority-owned subsidiaries. The ownership of the
other interest holders of consolidated subsidiaries is reflected as minority interest and is not
significant. All significant intercompany accounts and transactions have been eliminated. Certain
of the Companys foreign subsidiaries are included in the consolidated financial statements one
month in arrears to facilitate the timely inclusion of such entities in the Companys condensed
consolidated financial statements. The Company is not the primary beneficiary, nor does it hold a
significant variable interest, in any variable interest entity.
Earnings Per Common Share. Basic earnings per common share is computed by dividing net income
by the weighted-average number of common shares outstanding during the reporting period. Diluted
earnings per common share is computed by dividing net income by the combination of dilutive common
share equivalents, comprised of shares issuable under the Companys share-based compensation plans
and shares subject to written put options, and the weighted-average number of common shares
outstanding during the reporting period. Dilutive common share equivalents include the dilutive
effect of in-the-money share equivalents, which is calculated based on the average share price for
each period using the treasury stock method. Under the treasury stock method, the exercise price of
an option, the amount of compensation cost, if any, for future service that the Company has not yet
recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when
the option is exercised are assumed to be used to repurchase shares in the current period. The
incremental dilutive common share equivalents, calculated using the treasury stock method, for the
three months ended December 28, 2008 and December 30, 2007 were 13,502,000 and 28,465,000,
respectively.
Employee stock options to purchase approximately 154,192,000 and 117,474,000 shares of common
stock during the three months ended December 28, 2008 and December 30, 2007, respectively, were
outstanding but not included in the computation of diluted earnings per common share because the
effect on diluted earnings per share would be anti-dilutive. The computation of diluted earnings
per share excluded 55,000 restricted stock units issued during fiscal 2008 because the effect on
diluted earnings per share would be anti-dilutive. A put option outstanding at December 30, 2007 to
purchase 2,500,000 shares of common stock was not included in the diluted earnings per common share
computation because the put options exercise price was less than the average market price of the
common stock while it was outstanding, and therefore, the effect on diluted earnings per
common share would be anti-dilutive. There were no put options outstanding at December 28, 2008.
6
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Comprehensive (Loss) Income. Total comprehensive (loss) income consisted of the following (in
millions):
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Three Months Ended |
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December 28, |
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December 30, |
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|
2008 |
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|
2007 |
|
Net income |
|
$ |
341 |
|
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$ |
767 |
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|
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|
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Other comprehensive loss: |
|
|
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Foreign currency translation |
|
|
(58 |
) |
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|
10 |
|
Net unrealized losses on securities and derivative
instruments, net of income taxes |
|
|
(1,068 |
) |
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(99 |
) |
Reclassification adjustment for net realized losses (gains)
on securities and derivative instruments included
in net income, net of income taxes |
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22 |
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(49 |
) |
Reclassification adjustment for other-than-temporary
losses on marketable securities included in net
income, net of income taxes |
|
|
318 |
|
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35 |
|
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Total other comprehensive loss |
|
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(786 |
) |
|
|
(103 |
) |
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Total comprehensive (loss) income |
|
$ |
(445 |
) |
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$ |
664 |
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Accumulated other comprehensive loss consisted of the following (in millions):
|
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December 28, |
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September 28, |
|
|
|
2008 |
|
|
2008 |
|
Net unrealized losses on marketable securities,
net of income taxes |
|
$ |
(962 |
) |
|
$ |
(291 |
) |
Net unrealized (losses) gains on derivative instruments,
net of income taxes |
|
|
(35 |
) |
|
|
22 |
|
Foreign currency translation |
|
|
(73 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
$ |
(1,070 |
) |
|
$ |
(284 |
) |
|
|
|
|
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|
Share-Based Payments. Total estimated share-based compensation expense was as follows (in
millions):
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|
|
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Three Months Ended |
|
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|
December 28, |
|
|
December 30, |
|
|
|
2008 |
|
|
2007 |
|
Cost of equipment and services revenues |
|
$ |
10 |
|
|
$ |
9 |
|
Research and development |
|
|
69 |
|
|
|
57 |
|
Selling, general and administrative |
|
|
66 |
|
|
|
60 |
|
|
|
|
|
|
|
|
Share-based compensation expense before income taxes |
|
|
145 |
|
|
|
126 |
|
Related income tax benefit |
|
|
(46 |
) |
|
|
(41 |
) |
|
|
|
|
|
|
|
Share-based compensation expense, net of income taxes |
|
$ |
99 |
|
|
$ |
85 |
|
|
|
|
|
|
|
|
The Company recorded $10 million and $13 million in share-based compensation expense during
the three months ended December 28, 2008 and December 30, 2007, respectively, related to
share-based awards granted during those periods. In addition, for the three months ended December
28, 2008 and December 30, 2007, $16 million and $48 million, respectively, was reclassified to
reduce net cash provided by operating activities with an offsetting increase in net cash provided
by financing activities to reflect the incremental tax benefit from stock options exercised in
those periods. At December 28, 2008, total unrecognized estimated compensation cost related to
non-vested stock options granted prior to that date was $1.7 billion, which is expected to be
recognized over a weighted-average period of 3.6 years. Net stock options, after forfeitures and
cancellations, granted during the three months ended December 28, 2008 and December 30, 2007
represented 1.2% and 1.4%, respectively, of outstanding
7
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
shares as of the beginning of each fiscal
period. Total stock options granted during the three months ended December 28, 2008 and December
30, 2007 represented 1.2% and 1.5%, respectively, of outstanding shares as of the end of each
fiscal period.
Future Accounting Requirements. In December 2007, the FASB revised Statement No. 141 (FAS
141R), Business Combinations, which establishes principles and requirements for how the acquirer
in a business combination (i) recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree, (ii)
recognizes and measures the goodwill acquired in the business combination or a gain from a bargain
purchase and (iii) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business combination. FAS 141R will
be effective for the Companys fiscal 2010 beginning September 28, 2009. The Company is in the
process of determining the effects, if any, the adoption of FAS 141R will have on its consolidated
financial statements.
FASB Statement No. 157 (FAS 157), Fair Value Measurements, issued in September 2006 defines
fair value, establishes a framework for measuring fair value and expands disclosures about assets
and liabilities measured at fair value in the financial statements. In February 2008, the FASB
issued FASB Staff Position 157-2 (FSP 157-2) which allows the delay of the effective date of FAS
157 for one year for all nonfinancial assets and liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis. The Company adopted FAS
157 for financial assets and liabilities effective September 29, 2008 but elected a partial
deferral under the provision of FSP 157-2 related to nonfinancial assets and liabilities that are
measured at fair value on a nonrecurring basis, including goodwill, wireless licenses, other
intangible and long-lived assets, guarantees and asset retirement obligations. The Company is in
the process of determining the effects, if any, FAS 157s application to such nonfinancial assets
and liabilities will have on its consolidated financial statements.
In March 2008, the FASB issued Statement No. 161 (FAS 161), Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133, which requires
additional disclosures about the objectives of using derivative instruments, the method by which
the derivative instruments and related hedged items are accounted for under FASB Statement No. 133
and its related interpretations, and the effect of derivative instruments and related hedged items
on financial position, financial performance and cash flows. FAS 161 also requires disclosure of
the fair values of derivative instruments and their gains and losses in a tabular format. FAS 161
will be effective for the Companys second quarter of fiscal 2009 beginning December 29, 2008. The
Company is in the process of determining the effects the adoption of FAS 161 will have on its
consolidated financial statement disclosures.
Note 2 Fair Value Measurements
Effective September 29, 2008, the first day of the Companys fiscal year 2009, the Company
adopted FAS 157 and FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities
Including an Amendment of FASB Statement No. 115, for financial assets and liabilities. The
Company did not record an adjustment to retained earnings as a result of the adoption of FAS 157,
and the adoption did not have a material effect on the Companys results of operations. FAS 159
provides companies the irrevocable option to measure many financial assets and liabilities at fair
value with changes in fair value recognized in earnings. The Company has not elected to measure any
financial assets or liabilities at fair value that were not previously required to be measured at
fair value.
Under FAS 157, fair value is defined as the exit price, or the amount that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market
participants as of the measurement date. FAS 157 also establishes a hierarchy for inputs used in
measuring fair value that maximizes the use of observable inputs and minimizes the use of
unobservable inputs by requiring that the most observable inputs be used when available. Observable
inputs are inputs market participants would use in valuing the asset or liability and are developed
based on market data obtained from sources independent of the Company. Unobservable inputs are
inputs that reflect the Companys assumptions about the factors market participants would use in
valuing the asset or liability. FAS 157 establishes three levels of inputs that may be used to
measure fair value:
|
|
|
Level 1 includes financial instruments for which quoted market prices for identical
instruments are available in active markets. Level 1 assets consist of money market
funds, equity mutual and exchange-traded funds, equity securities and U.S. Treasury
securities as they are traded in an active |
8
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
|
market with sufficient volume and frequency
of transactions. Level 1 liabilities are associated with the Companys deferred
incentive compensation plans. |
|
|
|
Level 2 includes financial instruments for which there are inputs other than quoted
prices included within Level 1 that are observable for the instrument such as quoted
prices for similar instruments in active markets, quoted prices for identical or
similar instruments in markets with insufficient volume or infrequent transactions
(less active markets) or model-driven valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable market
data, including market interest rate curves, referenced credit spreads and pre-payment
rates. Level 2 assets and liabilities consist of certain marketable debt instruments
and derivative contracts whose values are determined using inputs that are observable
in the market or can be derived principally from or corroborated by observable market
data. Marketable debt instruments in this category include government-related
securities, corporate bonds and notes, preferred securities, AAA-rated mortgage- and
asset-backed securities and certain non-investment-grade debt securities. |
|
|
|
|
Level 3 includes financial instruments for which fair value is derived from
valuation techniques including pricing models and discounted cash flow models in which
one or more significant inputs are unobservable, including the Companys own
assumptions. The pricing models incorporate transaction details such as contractual
terms, maturity and, in certain instances, timing and amount of future cash flows, as
well as assumptions related to liquidity and credit valuation adjustments of
marketplace participants. Level 3 assets primarily consist of certain marketable debt
instruments whose values are determined using inputs that are both unobservable and
significant to the values of the instruments being measured, including marketable debt
instruments that are priced using indicative prices that the Company is unable to
corroborate with observable market quotes. Marketable debt instruments in this category
include auction rate securities, certain subordinated mortgage- and asset-backed
securities and certain non-investment-grade debt securities. |
Assets and liabilities are classified in their entirety based on the lowest level of input
that is significant to the fair value measurements. The Company plans to review the fair value
hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may
result in a reclassification of levels for certain securities within the fair value hierarchy.
The following table presents the Companys fair value hierarchy for assets and liabilities
measured at fair value on a recurring basis as of December 28, 2008 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ |
3,096 |
|
|
$ |
557 |
|
|
$ |
|
|
|
$ |
3,653 |
|
Marketable securities |
|
|
1,802 |
|
|
|
7,245 |
|
|
|
184 |
|
|
|
9,231 |
|
Collateral held under securities lending |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
Derivative instruments |
|
|
|
|
|
|
66 |
|
|
|
|
|
|
|
66 |
|
Other investments (1) |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets measured at fair value |
|
$ |
5,009 |
|
|
$ |
7,868 |
|
|
$ |
184 |
|
|
$ |
13,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
$ |
|
|
|
$ |
124 |
|
|
$ |
|
|
|
$ |
124 |
|
Other liabilities (1) |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities measured at fair value |
|
$ |
100 |
|
|
$ |
124 |
|
|
$ |
|
|
|
$ |
224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Comprised of the Companys deferred compensation plan liability and related assets which are
invested in mutual funds. |
Derivative instruments include foreign currency option contracts to hedge certain foreign
currency transactions and probable anticipated foreign currency transactions. Derivative
instruments are valued using standard calculations/models which are primarily based on observable
inputs, including foreign currency exchange rates, volatilities and interest rates.
9
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table includes the activity for marketable securities classified within Level 3
of the valuation hierarchy for the three months ended December 28, 2008 (in millions). When a
determination is made to classify an asset or liability within Level 3, the determination is based
upon the significance of the unobservable inputs to the overall fair value measurement.
|
|
|
|
|
Balance of Level 3 marketable securities as of September 28, 2008 |
|
$ |
211 |
|
Total realized and unrealized losses: |
|
|
|
|
Included in investment loss, net |
|
|
(5 |
) |
Included in other comprehensive loss |
|
|
(16 |
) |
Purchases, sales and settlements |
|
|
(6 |
) |
Transfers into (out of) Level 3, net |
|
|
|
|
|
|
|
|
Balance of Level 3 marketable securities as of December 28, 2008 |
|
$ |
184 |
|
|
|
|
|
The Company measures certain financial assets, including cost and equity method investments,
at fair value on a nonrecurring basis. These assets are recognized at fair value when they are
deemed to be other-than-temporarily impaired. During the three months ended December 28, 2008, the
Company recorded $4 million in other-than-temporary impairments on such assets, which were based on
fair value measurements classified within Level 3 of the valuation hierarchy.
Note 3 Composition of Certain Financial Statement Items
Marketable Securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
Noncurrent |
|
|
|
December 28, |
|
|
September 28, |
|
|
December 28, |
|
|
September 28, |
|
|
|
2008 |
|
|
2008 |
|
|
2008 |
|
|
2008 |
|
|
|
(In millions) |
|
|
(In millions) |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and
government-related securities |
|
$ |
1,022 |
|
|
$ |
514 |
|
|
$ |
|
|
|
$ |
|
|
Corporate bonds and notes |
|
|
2,770 |
|
|
|
3,296 |
|
|
|
266 |
|
|
|
175 |
|
Mortgage- and asset-backed securities |
|
|
475 |
|
|
|
499 |
|
|
|
14 |
|
|
|
|
|
Auction rate securities |
|
|
|
|
|
|
|
|
|
|
169 |
|
|
|
186 |
|
Non-investment grade debt securities |
|
|
22 |
|
|
|
23 |
|
|
|
1,549 |
|
|
|
2,030 |
|
Equity securities |
|
|
122 |
|
|
|
150 |
|
|
|
944 |
|
|
|
1,187 |
|
Equity mutual and exchange-traded funds |
|
|
|
|
|
|
|
|
|
|
905 |
|
|
|
1,280 |
|
Debt mutual funds |
|
|
772 |
|
|
|
89 |
|
|
|
201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,183 |
|
|
$ |
4,571 |
|
|
$ |
4,048 |
|
|
$ |
4,858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities in the amount of $11 million and $169 million at December 28, 2008 and
September 28, 2008, respectively, were loaned under the Companys securities lending program.
At December 28, 2008 and September 28, 2008, unrealized gains on marketable securities were
$113 million and $102 million, respectively, and unrealized losses were $1.3 billion and $449
million, respectively. The following table shows the gross unrealized losses and fair values of the
Companys investments in individual securities that have been in a continuous unrealized loss
position deemed to be temporary for less than 12 months and for more than 12 months, aggregated by
investment category, at December 28, 2008 (in millions):
10
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
|
More than 12 months |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
Corporate bonds and notes |
|
$ |
1,464 |
|
|
$ |
(83 |
) |
|
$ |
281 |
|
|
$ |
(16 |
) |
Mortgage- and asset-backed securities |
|
|
233 |
|
|
|
(19 |
) |
|
|
27 |
|
|
|
(3 |
) |
Auction rate securities |
|
|
169 |
|
|
|
(24 |
) |
|
|
|
|
|
|
|
|
Non-investment grade debt securities |
|
|
698 |
|
|
|
(221 |
) |
|
|
85 |
|
|
|
(28 |
) |
Equity securities |
|
|
748 |
|
|
|
(288 |
) |
|
|
31 |
|
|
|
(8 |
) |
Equity mutual funds and exchange-traded funds |
|
|
729 |
|
|
|
(395 |
) |
|
|
|
|
|
|
|
|
Debt mutual funds |
|
|
626 |
|
|
|
(168 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,667 |
|
|
$ |
(1,198 |
) |
|
$ |
425 |
|
|
$ |
(55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The unrealized losses on the Companys investments in marketable securities were caused
primarily by a major disruption in U.S. and foreign financial markets including a deterioration of
confidence and a severe decline in the availability of capital and demand for debt and equity
securities. The result has been depressed securities values in most types of investment- and
non-investment-grade bonds and debt obligations, mortgage- and asset-backed securities and equity
securities. When assessing marketable securities for other-than-temporary declines in value, the
Company considers factors including: the significance of the decline in value compared to the cost
basis, the underlying factors contributing to a decline in the prices of securities in a single
asset class, how long the market value of the investment has been less than its cost basis, the
performance of the investees stock price in relation to the stock price of its competitors within
the industry, expected market volatility and the market in general, analyst recommendations, the
views of external investment managers, any news or financial information that has been released
specific to the investee and the outlook for the overall industry in which the investee operates.
The Companys relative weighting of these factors is reassessed when market or economic conditions
change. In the first quarter of fiscal 2009, due to further disruption in the credit and financial
markets, the Company performed a reassessment. For equity securities, in response to increased
volatility in the market, the Company evaluated the duration of declines and probability of
recovery based on these factors, as well as additional analysis of the expected volatility for the
securities over the near term. The Companys analyses of the severity and duration of price
declines, market research, industry reports, economic forecasts and the specific circumstances of
issuers indicate that it is reasonable to expect marketable securities with unrealized losses at
December 28, 2008 to recover in fair value up to the Companys cost bases within a reasonable
period of time. Further, the Company has the ability and the intent to hold such securities until
they recover, which is expected to be within a reasonable time for all equity securities and most
debt securities. For certain debt securities, the Company intends to hold the securities for a
longer period in order to recover the loss, which could be until maturity. Accordingly, the Company
considers the unrealized losses to be temporary at December 28, 2008.
Accounts Receivable.
|
|
|
|
|
|
|
|
|
|
|
December 28, |
|
|
September 28, |
|
|
|
2008 |
|
|
2008 |
|
|
|
(In millions) |
|
Trade, net of allowances for doubtful
accounts of $40 and $38, respectively |
|
$ |
862 |
|
|
$ |
3,583 |
|
Long-term contracts |
|
|
40 |
|
|
|
33 |
|
Investment receivables |
|
|
33 |
|
|
|
412 |
|
Other |
|
|
8 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
$ |
943 |
|
|
$ |
4,038 |
|
|
|
|
|
|
|
|
Trade accounts receivable at September 28, 2008 included a $2.5 billion licensing receivable
that was paid in October 2008. Investment receivables at September 28, 2008 primarily related to
amounts due for redemptions of money market investments for which the Company received partial
payment in the three months ended December 28, 2008. The remaining $194 million net receivable for
such redemptions was reclassified to other noncurrent assets at December 28, 2008 due to the
uncertainty regarding the timing of distributions.
11
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Property, Plant and Equipment.
|
|
|
|
|
|
|
|
|
|
|
December 28, |
|
|
September 28, |
|
|
|
2008 |
|
|
2008 |
|
|
|
(In millions) |
|
Land |
|
$ |
186 |
|
|
$ |
183 |
|
Buildings and improvements |
|
|
1,325 |
|
|
|
1,287 |
|
Computer equipment |
|
|
943 |
|
|
|
932 |
|
Machinery and equipment |
|
|
1,252 |
|
|
|
1,184 |
|
Furniture and office equipment |
|
|
61 |
|
|
|
59 |
|
Leasehold improvements |
|
|
267 |
|
|
|
206 |
|
|
|
|
|
|
|
|
|
|
|
4,034 |
|
|
|
3,851 |
|
|
|
|
|
|
|
|
|
|
Less accumulated depreciation
and amortization |
|
|
(1,772 |
) |
|
|
(1,689 |
) |
|
|
|
|
|
|
|
|
|
$ |
2,262 |
|
|
$ |
2,162 |
|
|
|
|
|
|
|
|
The net book values of property under capital leases included in buildings and improvements
totaled $154 million and $140 million at December 28, 2008 and September 28, 2008, respectively.
Capital lease additions were $16 million and $6 million during the three months ended December 28,
2008 and December 30, 2007, respectively.
Note 4 Investment (Loss) Income, Net
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
December 28, |
|
|
December 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(In millions) |
|
Interest and dividend income |
|
$ |
135 |
|
|
$ |
153 |
|
Interest expense |
|
|
(3 |
) |
|
|
(7 |
) |
Net realized (losses) gains on marketable securities |
|
|
(33 |
) |
|
|
82 |
|
Other-than-temporary losses on marketable securities |
|
|
(388 |
) |
|
|
(57 |
) |
Other-than-temporary losses on other investments |
|
|
(4 |
) |
|
|
|
|
Gains on derivative instruments |
|
|
|
|
|
|
2 |
|
Equity in losses of investees |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(294 |
) |
|
$ |
173 |
|
|
|
|
|
|
|
|
Note 5 Income Taxes
The
Company currently estimates its annual effective income tax rate to be approximately 22%
for fiscal 2009, compared to the 17% effective income tax rate in fiscal 2008. During the first
quarter of fiscal 2009, the Emergency Economic Stabilization Act of 2008 was enacted, which
extended the federal research and development tax credit for calendar year 2008 and 2009 and
increases the Alternative Simplified Credit rate from 12% to 14% in calendar 2009. In the first
quarter of fiscal 2009, the Company recorded a tax benefit of $38 million related to fiscal 2008
due to the retroactive extension of this credit. The Company also recorded a tax expense of $60
million in the first quarter of fiscal 2009 representing the increase in the valuation allowance
related to deferred tax assets on capital losses existing at September 28, 2008 as a result of a
reduction in the Companys forecast of future capital gains. The effective tax rate for the first
quarter of fiscal 2009 of 24% was higher than the expected annual
effective tax rate of 22%
primarily as a result of the net effect of these discrete items.
The
estimated annual effective tax rate for fiscal 2009 is 13% lower than the United States
federal statutory rate primarily due to benefits of approximately 23% related to foreign earnings
taxed at less than the United States federal rate and 5% related to research and development tax
credits, partially offset by the impact of the increase in valuation allowance related to capital
losses of 9% and state taxes of approximately 5%. The prior fiscal year rate was lower than the
United States federal statutory rate primarily due to benefits related to foreign earnings taxed at
less than the United States federal rate and the generation of research and development credits,
partially offset by state taxes and an increase in the valuation allowance.
12
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company files income tax returns in the U.S. federal jurisdiction and various state and
foreign jurisdictions. The Company is no longer subject to U.S. federal examinations by taxing
authorities for years prior to fiscal 2005. The Internal Revenue Service is currently conducting an
examination of the Companys U.S. income tax returns for fiscal 2005, 2006 and 2007, which is
anticipated to be completed by August 2009. The Company is participating in the IRS Compliance
Assurance Program, whereby the IRS and the Company endeavor to agree on the treatment of all issues
in the fiscal 2009 tax return prior to the return being filed. The Company is subject to
examination by the California Franchise Tax Board for fiscal 2003 through 2007 and is currently
under examination for fiscal 2004 and 2005. The Company is also subject to income taxes in many
state and local taxing jurisdictions in the U.S. and around the world, many of which are open to
tax examinations for periods after fiscal 2002. Due to the anticipated resolution of the U.S.
federal examination within the next twelve months, it is reasonably possible that the Companys
unrecognized tax benefits will decrease significantly as a result of their resolution via an
adjustment by the taxing authority or recognition in the income tax provision.
The Company has not provided United States income taxes nor foreign withholding taxes on a
cumulative total of approximately $7.2 billion of undistributed earnings of certain non-United
States subsidiaries indefinitely invested outside the United States. Should the Company decide to
repatriate foreign earnings, the Company would have to adjust the income tax provision in the
period management determined that the earnings will no longer be indefinitely invested outside the
United States.
Deferred tax assets, net of valuation allowance, increased from September
28, 2008 to December 28, 2008 primarily due to changes in unrealized marketable securities gains
and losses. The Company can only use realized capital losses to offset realized capital gains.
Based upon the Companys assessment of when capital gains and losses will be realized, the Company
estimates that its future capital gains will not be sufficient to utilize all of the realized and
unrealized capital losses
that were recorded through December 28, 2008. In fiscal 2009, the Company expects to provide
an additional $435 million valuation allowance for the portion of deferred tax assets related to
capital losses that it estimates are not likely to be realized. In the first quarter of fiscal
2009, the Company recorded additional valuation allowance of $199 million as an increase in other
comprehensive loss. The remainder of the increase in the valuation allowance will be recorded as a
component of the income tax provision for fiscal 2009, a portion of which was recorded in the first
quarter. Significant judgment is required to forecast the timing and amount of future capital gains
and the timing of realization of capital losses. Adjustments to the Companys valuation allowance
based on changes to its forecast of capital gains in future years are reflected in the period the
change is made.
Note 6 Stockholders Equity
Changes in stockholders equity for the three months ended December 28, 2008 were as follows
(in millions):
|
|
|
|
|
Balance at September 28, 2008 |
|
$ |
17,944 |
|
Net income |
|
|
341 |
|
Other comprehensive loss |
|
|
(786 |
) |
Repurchase of common stock |
|
|
(285 |
) |
Net proceeds from the issuance of common stock |
|
|
25 |
|
Share-based compensation |
|
|
145 |
|
Tax benefit from exercise of stock options |
|
|
15 |
|
Dividends |
|
|
(264 |
) |
Other |
|
|
2 |
|
|
|
|
|
Balance at December 28, 2008 |
|
$ |
17,137 |
|
|
|
|
|
Stock Repurchase Program. During the three months ended December 28, 2008 and December 30,
2007, the Company repurchased and retired 8,920,000 shares and 22,389,000 shares of the Companys
common stock, respectively, for $284 million and $894 million, respectively, before commissions and
net of the premium received related to the put option that was exercised during the three months
ended December 30, 2007. At December 28, 2008, approximately $1.7 billion remained authorized for
repurchase under the Companys stock repurchase program. The stock repurchase program has no
expiration date.
13
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Dividends. Cash dividends announced in the three months ended December 28, 2008 and December
30, 2007 were $0.16 and $0.14 per share, respectively. During the three months ended December 28,
2008 and December 30, 2007, dividends charged to retained earnings were $264 million and $228
million, respectively. On January 16, 2009, the Company announced a cash dividend of $0.16 per
share on the Companys common stock, payable on March 27, 2009 to stockholders of record as of
February 27, 2009, which will be recorded in the second fiscal quarter.
Note 7 Commitments and Contingencies
Litigation. Broadcom Corporation v. QUALCOMM Incorporated: On May 18, 2005, Broadcom filed
two actions (the 467 case and the 468 case) in the United States District Court for the Central
District of California, each alleging infringement by the Company of five patents and seeking
monetary damages and injunctive relief. Broadcom also filed a complaint in the United States
International Trade Commission (ITC) alleging infringement of the five patents at issue in the 468
case seeking a determination and relief under Section 337 of the Tariff Act of 1930. Broadcom
subsequently dismissed allegations relating to two of the Broadcom patents filed in the 468 case
(which is stayed pending completion of the ITC action). In the 467 case, one patent was stayed due
to a pending reexamination of the claims by the U.S. Patent and Trademark Office (USPTO), and
another was dismissed by Broadcom. On May 29, 2007, a jury found the Company infringed the three
remaining patents and awarded past damages in the approximate amount of $20 million. The final
judgment, including damages calculations through May 29, 2007 and pre-judgment interest, was
approximately $25 million, which has been secured by an irrevocable letter of credit and expensed
pending appeals. On December 31, 2007, the court issued an order, amended by the court for a second
time on March 11, 2008, enjoining the Company from making, using, selling, shipping, supporting or
marketing products that were found to infringe the Broadcom patents remaining at issue (the
appellate court reversed the verdict relating to one of the three patents, holding it invalid;
QUALCOMM has filed
a petition for rehearing regarding the inducement verdict as to the remaining patents),
subject to a specified limited license through January 2009. The stay was subject to certain
conditions, including the Companys payment of ongoing royalties. Since the second amendment of the
injunction order in March 2008, Broadcom has filed motions requesting that QUALCOMM be found in
contempt of the order on various bases. The court granted portions of two motions, agreeing with
Broadcom that QUALCOMM should not have paid royalties for WCDMA chips sold between the date of
trial verdict and the injunction, should not have serviced and supported products using such chips,
should have paid certain royalties on revenue relating to the QChat product, and should have paid
Broadcom for certain other sales and royalties. The orders required QUALCOMM to pay Broadcom
additional amounts as a sanction. QUALCOMM is appealing the contempt findings, as well as other
related issues and motions. Broadcom has filed a third contempt motion relating to the design
around of the 317 patent for which a hearing is currently scheduled in February 2009. Finally, the
patent that was subject to the stay pending reexamination in the USPTO, patent number 5,425,051
(the 051 patent), has since emerged from the reexamination process with certain claims cancelled
and other claims added. Trial is scheduled in September 2009.
On February 14, 2006, an ITC hearing also commenced as to three patents alleged by Broadcom to
be infringed by the Company. On June 7, 2007, the ITC found the Company infringed some claims of
one of the patents, (the 983 patent) and issued a cease and desist order against the Company and
an exclusion order directed at chips programmed with specific software and certain downstream
products first imported after the date of the exclusion order. It found no infringement with
respect to the other two patents (the 675 and 311 patents). On September 19, 2008, the Federal
Circuit affirmed the findings on the 675 patent with respect to seven of eight products at issue,
and remanded for further proceedings the claims with respect to one accused product. On October 2,
2008, the USPTO issued a final office action in the reexamination of the 311 patent, rejecting
certain of the claims, including all of the claims at issue in the ITC action, and allowing other
claims added by Broadcom. On November 9, 2007, Broadcom filed an enforcement complaint in the ITC,
alleging violations of the ITCs cease and desist order by the Company. The target date for
completion of the investigation is August 30, 2009. On October 14, 2008, the Federal Circuit
affirmed the ITCs finding that the Company did not directly infringe the 983 patent, vacated and
remanded the ITCs finding that the Company indirectly induced infringement of the 983 patent, and
vacated and remanded the limited exclusion order. A schedule has yet to be set on the remand of the
983 patent. The Administrative Law Judge (ALJ) has set an Initial Determination date of May 14,
2009 for the 675 patent.
14
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On April 13, 2007, Broadcom filed a complaint in California state court against the Company
alleging unfair competition, breach of contract and fraud, and seeking injunctive and monetary
relief. On October 5, 2007, the court ordered the case stayed pending resolution of the case
originally filed in New Jersey, referenced below.
On July 1, 2005, Broadcom filed an action in the United States District Court for the District
of New Jersey against the Company alleging violations of state and federal antitrust and unfair
competition laws as well as common law claims, generally relating to licensing and chip sales
activities, seeking monetary damages and injunctive relief based thereon. On August 12, 2008, the
New Jersey Court ordered the case transferred to the United States District Court for the Southern
District of California. No trial date has been set.
On October 7, 2008, Broadcom filed an action in the United States District Court for the
Southern District of California seeking declaratory relief regarding patent misuse, patent
exhaustion and patent and license unenforceability. The Company has filed a motion to dismiss the
complaint.
European Commission Complaint: On October 28, 2005, it was reported that six companies
(Broadcom, Nokia, Texas Instruments, NEC, Panasonic and Ericsson) filed complaints with the
European Commission, alleging that the Company violated European Union competition law in its WCDMA
licensing practices. The Company has received the complaints and has submitted replies to the
allegations, as well as documents and other information requested by the European Commission. On
October 1, 2007, the European Commission announced that it was initiating a proceeding, though it
has not decided to issue a Statement of Objections, and it has not made any conclusions as to the
merits of the complaints. As part of its agreement with the Company, Nokia has withdrawn the
complaint it filed with the European Commission, although that investigation remains active.
Tessera, Inc. v. QUALCOMM Incorporated: On April 17, 2007, Tessera, Inc. filed a patent
infringement lawsuit in the United States District Court for the Eastern Division of Texas and a
complaint with the ITC pursuant to Section 337 of the Tariff Act of 1930 against the Company and
other companies, alleging infringement of two
patents relating to semiconductor packaging structures and seeking monetary damages and
injunctive and other relief. The District Court action is stayed pending resolution of the ITC
proceeding. The USPTOs Central Reexamination Unit has issued office actions rejecting all of the
asserted patent claims on the grounds that they are invalid in view of certain prior art. Tessera
is contesting these rejections, and the USPTO has not made a final decision. On December 1, 2008,
the ALJ ruled that the patents are valid but not infringed. The ITC may affirm or reverse the ALJs
determination. The matter is targeted for completion by April 3, 2009.
Other: The Company has been named, along with many other manufacturers of wireless phones,
wireless operators and industry-related organizations, as a defendant in purported class action
lawsuits, and individually filed actions pending in Pennsylvania and Washington D.C., seeking
monetary damages arising out of its sale of cellular phones. The courts that have reviewed similar
claims against other companies to date have held that there was insufficient scientific basis for
the plaintiffs claims in those cases.
In April 2008, two complaints were filed in San Diego Federal Court and San Diego Superior
Court on behalf of purported classes of individuals who purchased UMTS devices or service, seeking
damages and injunctive relief under federal and/or state antitrust and unfair competition laws as a
result of the Companys licensing practices. The Superior Court action has been removed to the San
Diego Federal Court, and the plaintiffs request for remand has been denied. The Company has filed
motions to dismiss the complaints. The motions were heard in December 2008 and are under
submission.
In November 2008, a complaint was filed in San Diego Federal Court on behalf of a purported
class of individuals who purchased CDMA devices or service, seeking damages and injunctive relief
under federal and/or state antitrust and unfair competition laws and common law as a result of the
Companys licensing practices. The Company has filed a motion to dismiss the complaint.
The Company understands that two U.S. companies (Texas Instruments and Broadcom) and two South
Korean companies (Nextreaming Corp. and Thin Multimedia, Inc.) have filed complaints with the Korea
Fair Trade Commission alleging that the Companys business practices are, in some way, a violation
of South Korean anti-trust regulations. To date, the Company has not received the complaints but
has submitted certain requested information and documents to the Korea Fair Trade Commission
regarding rebates on chipset sales, chipset design integration and royalties on devices containing
a QUALCOMM chipset.
15
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Japan Fair Trade Commission has also received unspecified complaints alleging the
Companys business practices are, in some way, a violation of Japanese law. The Company has not
received the complaints but has submitted certain requested information and documents to the Japan
Fair Trade Commission.
Although there can be no assurance that unfavorable outcomes in any of the foregoing matters
would not have a material adverse effect on the Companys operating results, liquidity or financial
position, the Company believes the claims made by other parties are without merit and will
vigorously defend the actions. Other than amounts relating to the Broadcom Corporation v. QUALCOMM
Incorporated matter, the Company has not recorded any accrual for contingent liabilities associated
with the other legal proceedings described above based on the Companys belief that additional
liabilities, while possible, are not probable. Further, any possible range of loss cannot be
estimated at this time. The Company is engaged in numerous other legal actions arising in the
ordinary course of its business and believes that the ultimate outcome of these actions will not
have a material adverse effect on its operating results, liquidity or financial position.
Purchase Obligations. The Company has agreements with suppliers and other parties to purchase
inventory, other goods and services and long-lived assets. Noncancelable obligations under these
agreements at December 28, 2008 for the remainder of fiscal 2009 and for each of the subsequent
four years from fiscal 2010 through 2013 were approximately $613 million, $103 million, $58
million, $67 million and $18 million, respectively, and $55 million thereafter. Of these amounts,
for the remainder of fiscal 2009 and for fiscal 2010, commitments to purchase integrated circuit
product inventories comprised $484 million and $8 million, respectively.
Leases. The Company leases certain of its facilities and equipment under noncancelable
operating leases, with terms ranging from less than one year to 30 years and with provisions in
certain leases for cost-of-living increases. The Company leases certain property under capital
lease agreements that expire at various dates through 2043. Capital lease obligations are included
in other liabilities. The future minimum lease payments for all capital leases and operating leases
at December 28, 2008 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
Operating |
|
|
|
|
|
|
Leases |
|
|
Leases |
|
|
Total |
|
Remainder of fiscal 2009 |
|
$ |
8 |
|
|
$ |
82 |
|
|
$ |
90 |
|
2010 |
|
|
11 |
|
|
|
71 |
|
|
|
82 |
|
2011 |
|
|
12 |
|
|
|
57 |
|
|
|
69 |
|
2012 |
|
|
11 |
|
|
|
31 |
|
|
|
42 |
|
2013 |
|
|
11 |
|
|
|
16 |
|
|
|
27 |
|
Thereafter |
|
|
303 |
|
|
|
193 |
|
|
|
496 |
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments |
|
$ |
356 |
|
|
$ |
450 |
|
|
$ |
806 |
|
|
|
|
|
|
|
|
|
|
|
|
Deduct: Amounts representing interest |
|
|
199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of minimum lease payments |
|
|
157 |
|
|
|
|
|
|
|
|
|
Deduct: Current portion of capital lease obligations |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term portion of capital lease obligations |
|
$ |
155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 8 Segment Information
The Company is organized on the basis of products and services. The Company aggregates four of
its divisions into the Qualcomm Wireless & Internet segment. Reportable segments are as follows:
|
|
|
Qualcomm CDMA Technologies (QCT) develops and supplies integrated circuits and
system software for wireless voice and data communications, multimedia functions and
global positioning system products based on its CDMA technology and other technologies; |
|
|
|
|
Qualcomm Technology Licensing (QTL) grants licenses to use portions of the
Companys intellectual property portfolio, which includes certain patent rights
essential to and/or useful in the manufacture and sale of certain wireless products,
including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD,
GSM/GPRS/EDGE and/or OFDMA standards and their derivatives, and collects license fees
and royalties in partial consideration for such licenses; |
|
|
|
|
Qualcomm Wireless & Internet (QWI) comprised of: |
16
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
o |
|
Qualcomm Internet Services (QIS) provides technology to support
and accelerate the convergence of the wireless data market, including its BREW
and QChat products and services; |
|
|
o |
|
Qualcomm Government Technologies (QGOV) provides development,
hardware and analytical expertise to United States government agencies involving
wireless communications technologies; |
|
|
o |
|
Qualcomm Enterprise Services (QES) provides satellite- and
terrestrial-based two-way data messaging, position reporting, wireless
application services and managed data services to transportation companies,
private fleets, construction equipment fleets and other enterprise companies.
QES also sells products that operate on the Globalstar low-Earth-orbit
satellite-based telecommunications system and provides related services; and |
|
|
o |
|
Firethorn builds and manages software applications that enable
financial institutions and wireless operators to offer mobile commerce services. |
|
|
|
Qualcomm Strategic Initiatives (QSI) manages the Companys strategic investment
activities, including MediaFLO USA, Inc. (MediaFLO USA), the Companys wholly-owned
wireless multimedia operator subsidiary. QSI makes strategic investments to promote the
worldwide adoption of CDMA-based products and services. |
The Company evaluates the performance of its segments based on earnings (loss) before income
taxes (EBT). EBT includes the allocation of certain corporate expenses to the segments, including
depreciation and amortization expense related to unallocated corporate assets. Certain income and
charges are not allocated to segments in the Companys management reports because they are not
considered in evaluating the segments operating performance. The table below presents revenues and
EBT for reportable segments (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciling |
|
|
|
|
QCT |
|
QTL |
|
QWI |
|
QSI |
|
Items |
|
Total |
For the three months ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,334 |
|
|
$ |
1,006 |
|
|
$ |
170 |
|
|
$ |
6 |
|
|
$ |
1 |
|
|
$ |
2,517 |
|
EBT |
|
|
168 |
|
|
|
874 |
|
|
|
3 |
|
|
|
(98 |
) |
|
|
(496 |
) |
|
|
451 |
|
December 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,574 |
|
|
$ |
650 |
|
|
$ |
210 |
|
|
$ |
1 |
|
|
$ |
5 |
|
|
$ |
2,440 |
|
EBT |
|
|
470 |
|
|
|
541 |
|
|
|
24 |
|
|
|
(55 |
) |
|
|
(50 |
) |
|
|
930 |
|
Reconciling items in the previous table were as follows (in millions):
17
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
December 28, |
|
|
December 30, |
|
|
|
2008 |
|
|
2007 |
|
Revenues |
|
|
|
|
|
|
|
|
Elimination of intersegment revenue |
|
$ |
(3 |
) |
|
$ |
(3 |
) |
Other nonreportable segments |
|
|
4 |
|
|
|
8 |
|
|
|
|
|
|
|
|
Reconciling items |
|
$ |
1 |
|
|
$ |
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (losses) before income taxes |
|
|
|
|
|
|
|
|
Unallocated research and development expenses |
|
$ |
(83 |
) |
|
$ |
(76 |
) |
Unallocated selling, general and administrative expenses |
|
|
(58 |
) |
|
|
(82 |
) |
Unallocated cost of equipment and services revenues |
|
|
(10 |
) |
|
|
(9 |
) |
Unallocated investment (loss) income, net |
|
|
(294 |
) |
|
|
161 |
|
Other nonreportable segments |
|
|
(50 |
) |
|
|
(43 |
) |
Intracompany eliminations |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
Reconciling items |
|
$ |
(496 |
) |
|
$ |
(50 |
) |
|
|
|
|
|
|
|
During the three months ended December 28, 2008 and December 30, 2007, unallocated research
and development expenses included $69 million and $57 million, respectively, and unallocated
selling, general and administrative expenses included $66 million and $58 million, respectively, of
share-based compensation expense. Unallocated cost of equipment and services revenues was comprised
entirely of share-based compensation expense.
Revenues from external customers and intersegment revenues were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCT |
|
QTL |
|
QWI |
|
QSI |
For the three months ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers |
|
$ |
1,332 |
|
|
$ |
1,005 |
|
|
$ |
169 |
|
|
$ |
6 |
|
Intersegment revenues |
|
|
2 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
December 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers |
|
$ |
1,573 |
|
|
$ |
650 |
|
|
$ |
208 |
|
|
$ |
1 |
|
Intersegment revenues |
|
|
1 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
Intersegment revenues are based on prevailing market rates for substantially similar products
and services or an approximation thereof, but the purchasing segment records the cost of revenues
(or inventory write-downs) at the selling segments original cost. The elimination of the selling
segments gross margin is included with other intersegment eliminations in reconciling items.
Segment assets are comprised of accounts receivable, finance receivables and inventories for
QCT, QTL and QWI. The QSI segment assets include certain marketable securities, notes receivable,
wireless licenses, other investments and all assets of QSIs consolidated subsidiary, MediaFLO USA,
including property, plant and equipment. QSIs assets related to the MediaFLO USA business totaled
$1.2 billion at both December 28, 2008 and September 28, 2008. Reconciling items for total assets
included $343 million and $277 million at December 28, 2008 and September 28, 2008, respectively,
of goodwill and other assets related to the Qualcomm MEMS Technologies division, a nonreportable
segment developing display technology for mobile devices and other applications. Total segment
assets differ from total assets on a consolidated basis as a result of unallocated corporate assets
primarily comprised of certain cash, cash equivalents, marketable securities, property, plant and
equipment, deferred tax assets, goodwill and other intangible assets of nonreportable segments. QTL
segment assets decreased primarily due to collection of a $2.5 billion licensing receivable in
October 2008. Segment assets and reconciling items were as follows (in millions):
18
QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
December 28, |
|
|
September 28, |
|
|
|
2008 |
|
|
2008 |
|
QCT |
|
$ |
942 |
|
|
$ |
1,425 |
|
QTL |
|
|
255 |
|
|
|
2,668 |
|
QWI |
|
|
179 |
|
|
|
183 |
|
QSI |
|
|
1,464 |
|
|
|
1,458 |
|
Reconciling items |
|
|
20,615 |
|
|
|
18,829 |
|
|
|
|
|
|
|
|
Total consolidated assets |
|
$ |
23,455 |
|
|
$ |
24,563 |
|
|
|
|
|
|
|
|
19
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This information should be read in conjunction with the condensed consolidated financial
statements and the notes thereto included in Item 1 of Part I of this Quarterly Report and the
audited consolidated financial statements and notes thereto and Managements Discussion and
Analysis of Financial Condition and Results of Operations for the year ended September 28, 2008
contained in our 2008 Annual Report on Form 10-K.
In addition to historical information, the following discussion contains forward-looking
statements that are subject to risks and uncertainties. Actual results may differ substantially
from those referred to herein due to a number of factors, including but not limited to risks
described in the section entitled Risk Factors and elsewhere in this Quarterly Report.
Overview
Recent Developments
Revenues for the first quarter of fiscal 2009 were $2.5 billion, with net income of $341
million. The continuing global financial crisis and the resulting slowdown in the worldwide economy
is causing contraction in the CDMA-based channel inventory and has resulted, and we expect will
continue to result, in lower demand for CDMA-based MSM integrated circuits, adversely affecting our
revenues and operating results. In addition, the financial crisis has, and may continue to have, an
impact on the value of our marketable securities portfolio and net investment income (loss).
Against this backdrop, the following recent developments occurred with respect to key elements of
our business or our industry during the first quarter of fiscal 2009:
|
|
|
Worldwide wireless subscribers grew by approximately 4% to reach approximately 4.0
billion.(1) |
|
|
|
|
CDMA subscribers, including both 2G (cdmaOne) and 3G (CDMA2000 1X, 1xEV-DO, WCDMA and
HSPA), are approximately 19% of total worldwide wireless subscribers to date.
(1) |
|
|
|
|
3G subscribers (all CDMA-based) grew to approximately 735 million worldwide by
December 28, 2008, including approximately 400 million CDMA2000 1X/1xEV-DO subscribers
and approximately 335 million WCDMA/HSPA subscribers. (1) |
|
|
|
|
CDMA-based device shipments totaled approximately 125 million units, an increase of
32% over the approximate 95 million units shipped in the year ago quarter. (2)
|
|
|
|
|
In the handset market, CDMA-based unit shipments grew an estimated 17%
year-over-year, compared to an estimated 6% year-over-year growth across all
technologies. (3) |
|
|
|
|
The average selling price of CDMA-based devices was estimated to be approximately
$212, an increase of less than 1% from the year ago quarter. (2) |
|
|
|
|
We shipped approximately 63 million Mobile Station Modem (MSM) integrated circuits
for CDMA-based wireless devices, a decrease of 20%, compared to approximately 79 million
MSM integrated circuits in the year ago quarter. |
|
|
|
(1) |
|
According to Wireless Intelligence, an independent source of wireless operator data. |
|
(2) |
|
September quarter shipments derived from reports provided by our
licensees/manufacturers during the quarter and our own estimates of unreported activity. |
|
(3) |
|
Based on current reports by Strategy Analytics, a global research and consulting firm,
in their calendar Q308 Global Handset Market Share Update. |
Our Business and Operating Segments
We design, manufacture, have manufactured on our behalf and market digital wireless
telecommunications products and services based on our CDMA technology and other technologies. We
derive revenues principally from sales of integrated circuit products, license fees and royalties
for use of our intellectual property, messaging and other services and related hardware sales,
software development and licensing and related services, software hosting services and services
related to delivery of multimedia content. Operating expenses primarily consist of cost of
equipment and services, research and development and selling, general and administrative expenses.
20
We conduct business primarily through four reportable segments. These segments are: Qualcomm
CDMA Technologies, or QCT; Qualcomm Technology Licensing, or QTL; Qualcomm Wireless & Internet, or
QWI; and Qualcomm Strategic Initiatives, or QSI.
QCT is a leading developer and supplier of CDMA-based integrated circuits and system software
for wireless voice and data communications, multimedia functions and global positioning system
products. QCTs integrated circuit products and system software are used in wireless devices,
particularly mobile phones, laptops, data modules, handheld wireless computers, data cards and
infrastructure equipment. The integrated circuits for wireless devices include the Mobile Station
Modem (MSM), Radio Frequency (RF) and Power Management (PM) devices. These integrated circuits for
wireless devices and system software perform voice and data communication, multimedia and global
positioning functions, radio conversion between RF and baseband signals and power management. QCTs
system software enables the other device components to interface with the integrated circuit
products and is the foundation software enabling equipment manufacturers to develop devices
utilizing the functionality within the integrated circuits. The infrastructure equipment integrated
circuits and system software perform the core baseband CDMA modem functionality in the wireless
operators base station equipment. QCT revenues comprised 53% and 65% of total consolidated
revenues in the first quarter of fiscal 2009 and 2008, respectively.
QCT utilizes a fabless production business model, which means that we do not own or operate
foundries for the production of silicon wafers from which our integrated circuits are made.
Integrated circuits are die cut from silicon wafers that have completed the assembly and final test
manufacturing processes. We rely on independent third party suppliers to perform the manufacturing
and assembly, and most of the testing, of our integrated circuits. Our suppliers are also
responsible for the procurement of most of the raw materials used in the production of our
integrated circuits. We employ both turnkey and two-stage manufacturing business models to purchase
our integrated circuits. Turnkey is when our foundry suppliers are responsible for delivering fully
assembled and tested integrated circuits. Under the two-stage manufacturing business model, we
purchase die from semiconductor manufacturing foundries and contract with separate third-party
manufacturers for back-end assembly and test services. We refer to this two-stage manufacturing
business model as Integrated Fabless Manufacturing (IFM).
QTL grants licenses to use portions of our intellectual property portfolio, which includes
certain patent rights essential to and/or useful in the manufacture and sale of certain wireless
products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD,
GSM/GPRS/EDGE and/or OFDMA standards and their derivatives. QTL receives license fees as well as
ongoing royalties based on worldwide sales by licensees of products incorporating or using our
intellectual property. License fees are fixed amounts paid in one or more installments. Ongoing
royalties are generally based upon a percentage of the wholesale selling price of licensed
products, net of certain permissible deductions (e.g. certain shipping costs, packing costs, VAT,
etc.). QTL revenues comprised 40% and 27% of total consolidated revenues in the first quarter of
fiscal 2009 and 2008, respectively. The vast majority of such revenues have been generated through
our licensees sales of cdmaOne, CDMA2000 and WCDMA products.
QWI, which includes Qualcomm Enterprise Services (QES), Qualcomm Internet Services (QIS),
Qualcomm Government Technologies (QGOV) and Firethorn, generates revenues primarily through mobile
communication products and services, software and software development aimed at support and
delivery of wireless applications. QES sells equipment, software and services used by
transportation and other companies to connect wirelessly with their assets, products and workforce.
QES also sells products that operate on the Globalstar low-Earth-orbit satellite-based
telecommunications system and provides related services. Through December 2008, QES has shipped
approximately 1,314,000 terrestrial-based and satellite-based communications systems. QIS provides
BREW-based (Binary Runtime Environment for Wireless) products that include user interface and
content delivery and management products and services for the wireless industry. QIS also provides
QChat, which enables virtually instantaneous push-to-talk functionality on CDMA-based wireless
devices. QGOV provides development, hardware and analytical expertise involving wireless
communications technologies to United States government agencies. Firethorn builds and manages
software applications that enable financial institutions and wireless operators to offer mobile
commerce services. QWI revenues comprised 7% and 9% of total consolidated revenues in the first
quarter of fiscal 2009 and 2008, respectively.
QSI
manages our strategic investment activities, including MediaFLO USA, Inc.
(MediaFLO USA), our wholly-owned wireless multimedia operator subsidiary. QSI also makes
strategic investments to promote the worldwide adoption of CDMA-based products and services. Our
strategy is to invest in CDMA-based
21
operators, licensed device manufacturers and early-stage companies that we believe open new
markets for CDMA technology, support the design and introduction of new CDMA-based products or
possess unique capabilities or technology. Our MediaFLO USA subsidiary offers its service over our
nationwide multicasting network based on our MediaFLO Media Distribution System (MDS) and FLO
technology. This network is utilized as a shared resource for wireless operators and their
customers in the United States. The commercial availability of the MediaFLO USA service to retail
wireless consumers continues to be determined by our wireless operator partners. MediaFLO USAs
network uses the 700 MHz spectrum for which we hold licenses nationwide. Additionally, MediaFLO USA
has and will continue to procure, aggregate and distribute content in service packages which we
will make available on a wholesale basis to our wireless operator customers (whether they operate
on CDMA or GSM/WCDMA networks) in the United States. Distribution, marketing, billing and customer
relationships remain functions that are provided primarily by our wireless operator partners. As
part of our strategic investment activities, we intend to pursue various exit strategies at some
point in the future, which may include distribution of our ownership interest in MediaFLO USA to
our stockholders in a spin-off transaction.
Nonreportable segments include: the Qualcomm MEMS Technologies division, which is developing
an interferometric modulator (IMOD) display technology based on micro-electro-mechanical-system
(MEMS) structure combined with thin film optics; the Qualcomm Flarion Technologies division, which
is developing OFDM/OFDMA technologies; the MediaFLO Technologies division, which is developing our
MediaFLO MDS and FLO technology and markets MediaFLO for deployment outside of the United States;
and other product initiatives.
Looking Forward
We expect the global financial crisis and the resulting slowdown in the worldwide economy to
continue to cause contraction in CDMA-based channel inventory resulting in lower demand for
CDMA-based MSM integrated circuits, adversely affecting our revenues and operating results. In
addition, the financial crisis may continue to have an impact on the value of our marketable
securities portfolio and net investment income (loss).
The deployment of 3G networks (CDMA2000 and WCDMA) enables increased voice capacity and higher
data rates, thereby supporting more minutes of use and a range of mobile broadband data
applications such as connectivity to computing devices, streaming video, mobile social networking
and multimedia messaging and downloads. As a result, we expect continued growth in consumer demand
for 3G products and services around the world. As we look forward to the next several months, the
following items are likely to have an impact on our business:
|
|
|
In January 2009, the Chinese Ministry of Industry and Information Technology
confirmed the issuance of 3G wireless licenses to the countrys three wireless
operators, including one license for TD-SCDMA, one for WCDMA and one for CDMA2000. We
expect the issuance of these licenses will encourage competition and growth, and we will
continue to support the operators and the industry to help provide Chinese consumers
with a wide selection of 3G devices and services. |
|
|
|
|
The transition to 3G CDMA-based networks is expected to continue: |
|
o |
|
More than 525 operators have commercially launched 3G networks,
including 265 CDMA2000 1X networks and 260 WCDMA networks; (1)(2) |
|
|
o |
|
More than 245 WCDMA operators have commercially launched the
higher data speeds of HSDPA and more than 65 have launched HSUPA; (2)
and |
|
|
o |
|
More than 105 CDMA2000 operators have commercially launched the
higher data speeds of 1xEV-DO and more than 55 have launched EV-DO Revision A.
(1) |
|
|
|
We expect that CDMA-based device prices will continue to segment into high and low
end due to high volumes and vibrant competition in marketplaces around the world. As
more operators deploy the higher data speeds of HSPA and EV-DO Revision A and as
manufacturers introduce additional highly-featured, converged devices, we expect
consumer demand for advanced 3G devices to continue at a strong pace. |
|
|
|
|
To meet growing demand for advanced 3G wireless devices and increased multimedia
functionality, we intend to continue to invest significant resources toward the
development of wireless baseband chips, converged computing/communication chips,
multimedia products, software and services for the |
22
wireless industry. We expect that a portion of our research and development initiatives in fiscal
2009 will not reach commercialization until several years in the future.
|
|
|
We expect demand for cost-effective wireless devices to continue to grow and have
developed a family of Qualcomm Single Chip (QSC) products, which integrate the baseband,
radio frequency and power management functions into single chip or package, lowering
component counts and enabling faster time-to-market for our customers. While we continue
to invest aggressively to expand our QSC product family to address the low-end market
more effectively with CDMA-based products, we still face significant competition from
GSM-based products, particularly in emerging markets. |
|
|
|
|
We will continue to invest in the evolution of CDMA and a broad range of other
technologies as part of our vision to enable a range of technologies, each optimized for
specific services, including the following products and technologies: |
|
o |
|
The continued evolution of CDMA-based technologies, including the
long-term roadmaps of 1xEV-DO and High Speed Packet Access (HSPA); |
|
|
o |
|
OFDM and OFDMA-based technologies; |
|
|
o |
|
Our service applications platform, content delivery services and user interfaces; |
|
|
o |
|
Our MediaFLO MDS and FLO technology for delivery of multimedia content; and |
|
|
o |
|
Our IMOD display technology. |
In addition to the foregoing business and market-based matters, the following items are likely
to have an impact on our business and results of operations over the next several months:
|
|
|
We will continue to devote resources to working with and educating all participants
in the wireless value chain as to the benefits of our business model in promoting a
highly competitive and innovative wireless market. However, we expect that certain
companies may continue to be dissatisfied with the need to pay reasonable royalties for
the use of our technology and not welcome the success of our business model in enabling
new, highly cost-effective competitors to their products. We expect that such companies
will continue to challenge our business model in various forums throughout the world.
For example, we expect that we will continue to be involved in litigation, including our
ongoing disputes with Broadcom, and to appear in front of administrative and regulatory
bodies, including the European Commission, the Korea Fair Trade Commission and the Japan
Fair Trade Commission to defend our business model and to rebuff efforts by companies
seeking to gain competitive advantage or negotiating leverage. |
|
|
|
|
We have been and will continue evaluating and providing reasonable assistance to our
customers. This includes, in some cases, certain levels of financial support to minimize
the impact of the litigation in which we are involved. |
|
|
|
(1) |
|
According to public reports made available at www.cdg.org. |
|
(2) |
|
As reported by the Global mobile Suppliers Association, an international organization of
WCDMA and GSM (Global System for Mobile Communications) suppliers in their January 2009
reports. |
Further discussion of risks related to our business is presented in the Risk Factors included
in this Quarterly Report.
Revenue Concentrations
Revenues from customers in South Korea, China, Japan and the United States comprised 32%, 23%,
11% and 6%, respectively, of total consolidated revenues for the first three months of fiscal 2009,
as compared to 35%, 24%, 16% and 11%, respectively, for the first three months of fiscal 2008. We
distinguish revenues from external customers by geographic areas based on the location to which our
products, software or services are delivered and, for QTLs licensing and royalty revenues, the
invoiced addresses of our licensees. Combined revenues from customers in South Korea, Japan and the
United States decreased as a percentage of total revenues, from 62% to 49%, primarily due to an
increase in the relative mix of license fees and royalty revenues from licensees in Finland, Taiwan
and Canada and shipments of integrated circuits to CDMA device manufacturers with locations in
Canada.
23
First Quarter of Fiscal 2009 Compared to First Quarter of Fiscal 2008
Revenues. Total revenues for the first quarter of fiscal 2009 were $2.52 billion, compared to
$2.44 billion for the first quarter of fiscal 2008.
Revenues from sales of equipment and services for the first quarter of fiscal 2009 were $1.42
billion, compared to $1.70 billion for the first quarter of fiscal 2008. Revenues from sales of
integrated circuit products decreased $254 million, primarily due to a decrease of $390 million
related to lower unit shipments, mostly consisting of MSM and accompanying RF and PM integrated
circuits, partially offset by an increase of $112 million related to the net effects of changes in
integrated circuit product mix and the average sales prices of such products.
Revenues from licensing and royalty fees for the first quarter of fiscal 2009 were $1.09
billion, compared to $737 million for the first quarter of fiscal 2008. The increase in revenues
from licensing and royalty fees primarily related to an increase in sales of CDMA-based products
reported by QTLs licensees, driven by the continued adoption of WCDMA at higher average selling
prices than CDMA2000. In addition, revenues from licensing and royalties in the first quarter of
fiscal 2008 did not include any royalty payments from Nokia.
Cost of Equipment and Services. Cost of equipment and services revenues for the first quarter
of fiscal 2009 was $755 million, compared to $783 million for the first quarter of fiscal 2008.
Cost of equipment and services revenues as a percentage of equipment and services revenues was 53%
for the first quarter of fiscal 2009, compared to 46% for the first quarter of fiscal 2008. The
decrease in margin percentage in the first quarter of fiscal 2009 compared to fiscal 2008 was
primarily attributable to a decrease in QCT gross margin relating to the net effects of changes in
product mix and increases in reserves for excess and obsolete inventory concurrent with a decline
in revenues. Cost of equipment and services revenues in the first quarter of fiscal 2009 included
$10 million in share-based compensation, compared to $9 million in the first quarter of fiscal
2008. Cost of equipment and services revenues as a percentage of equipment and services revenues
may fluctuate in future quarters depending on the mix of products sold and services provided,
competitive pricing, new product introduction costs and other factors.
Research and Development Expenses. For the first quarter of fiscal 2009, research and
development expenses were $604 million or 24% of revenues, compared to $511 million or 21% of
revenues for the first quarter of fiscal 2008. The dollar increase was primarily attributable to a
$76 million increase in costs related to the development of integrated circuit products, next
generation CDMA and OFDMA technologies, the expansion of our intellectual property portfolio and
other initiatives to support the acceleration of advanced wireless products and services, including
lower cost devices, the integration of wireless with consumer electronics and computing, the
convergence of multiband, multimode, multinetwork products and technologies, third party operating
systems and services platforms. The technologies supporting these initiatives may include CDMA2000
1X, 1xEV-DO, EV-DO Revision A, EV-DO Revision B, WCDMA, HSDPA, HSUPA, HSPA+ and OFDMA. Research and
development expenses for the first quarter of fiscal 2009 included share-based compensation of $69
million, compared to $57 million in the first quarter of fiscal 2008.
Selling, General and Administrative Expenses. For the first quarter of fiscal 2009, selling,
general and administrative expenses were $413 million or 16% of revenues, compared to $389 million
or 16% of revenues for the first quarter of fiscal 2008. The dollar increase was attributable to a
$13 million increase in marketing expenses for MediaFLO USA, including development funds, marketing
research and promotion, and an $8 million increase in employee-related expenses, partially offset
by a decrease of $12 million in costs related to litigation and other legal matters. Selling,
general and administrative expenses for the first quarter of fiscal 2009 included share-based
compensation of $66 million, compared to $60 million in the first quarter of fiscal 2008.
Net Investment (Loss) Income. Net investment loss was $294 million for the first quarter of
fiscal 2009, compared to net investment income of $173 million for the first quarter of fiscal
2008. The net decrease was comprised as follows (in millions):
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
December 28, |
|
|
December 30, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Interest and dividend income: |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other segments |
|
$ |
135 |
|
|
$ |
152 |
|
|
$ |
(17 |
) |
QSI |
|
|
|
|
|
|
1 |
|
|
|
(1 |
) |
Interest expense |
|
|
(3 |
) |
|
|
(7 |
) |
|
|
4 |
|
Net realized (losses) gains on investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other segments |
|
|
(38 |
) |
|
|
71 |
|
|
|
(109 |
) |
QSI |
|
|
5 |
|
|
|
11 |
|
|
|
(6 |
) |
Other-than-temporary losses on investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other segments |
|
|
(388 |
) |
|
|
(57 |
) |
|
|
(331 |
) |
QSI |
|
|
(4 |
) |
|
|
|
|
|
|
(4 |
) |
Gains on derivative instruments |
|
|
|
|
|
|
2 |
|
|
|
(2 |
) |
Equity in losses of investees |
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(294 |
) |
|
$ |
173 |
|
|
$ |
(467 |
) |
|
|
|
|
|
|
|
|
|
|
The decrease in interest and dividend income on cash, cash equivalents and marketable
securities held by corporate and other segments was a result of lower interest rates earned on
interest-bearing securities. Other-than-temporary losses on marketable securities and net realized
losses on corporate investments related primarily to depressed securities values caused by a major
disruption in U.S. and foreign financial markets including a deterioration of confidence in
financial markets and a severe decline in the availability of capital and demand for debt and
equity securities.
Income Tax Expense. Income tax expense was $110 million for the first quarter of fiscal 2009,
compared to $163 million for the first quarter of fiscal 2008. The effective tax rate for the first
quarter of fiscal 2009 was 24%, as compared to 18% for the first quarter of fiscal 2008. In the
first quarter of fiscal 2009, we recorded a tax benefit of $38 million related to fiscal 2008 due
to the retroactive extension of the federal research and development tax credit. We also recorded a
tax expense of $60 million in the first quarter of fiscal 2009 representing the increase in the
valuation allowance related to deferred tax assets on capital losses existing at September 28, 2008
as a result of a reduction in our forecast of future capital gains. The effective tax rate for the
first quarter of fiscal 2009 of 24% was higher than the expected
annual effective tax rate of 22%
primarily as a result of the net effect of these discrete items.
The
estimated annual effective tax rate for fiscal 2009 is 13% lower than the United States
federal statutory rate primarily due to benefits of approximately 23% related to foreign earnings
taxed at less than the United States federal rate and 5% related to research and development tax
credits, partially offset by the impact of the increase in valuation allowance related to capital
losses of 9% and state taxes of approximately 5%.
Deferred tax assets, net of valuation allowance, increased from September 28, 2008 to December
28, 2008 primarily due to changes in unrealized marketable securities
gains and losses. We can only use realized capital losses to offset
realized capital gains. Based upon our
assessment of when capital gains and losses will be realized, we
estimate that our future
capital gains will not be sufficient to utilize all of the realized
and unrealized
capital losses that were recorded through December 28, 2008. In
fiscal 2009, we expect to
provide an additional $435 million valuation allowance for the portion of deferred tax assets
related to capital losses that we estimate are not likely to be realized. In the first quarter of
fiscal 2009, we recorded additional valuation allowance of $199 million as an increase in
other comprehensive loss. The remainder of the increase in the valuation allowance will be recorded
as a component of the income tax provision for fiscal 2009, a portion of which was recorded in the first quarter.
Significant judgment is required to forecast the timing and amount of future capital gains and the
timing of realization of capital losses. Adjustments to our valuation allowance based on
changes to our forecast of capital gains in future years are reflected in the period the change is
made.
Our Segment Results for the First Quarter of Fiscal 2009 Compared to the First Quarter of Fiscal
2008
The following should be read in conjunction with the first quarter financial results of fiscal
2009 for each reporting segment. See Notes to Condensed Consolidated Financial Statements, Note 8
Segment Information.
25
QCT Segment. QCT revenues for the first quarter of fiscal 2009 were $1.33 billion, compared to
$1.57 billion for the first quarter of fiscal 2008. Equipment and services revenues, mostly
consisting of MSM and accompanying RF and PM integrated circuits, were $1.28 billion for the first
quarter of fiscal 2009, compared to $1.54 billion for the first quarter of fiscal 2008. The
decrease in equipment and services revenue resulted primarily from a decrease of $390 million
related to lower unit shipments, partially offset by an increase of $112 million related to the net
effects of changes in product mix and the average sales prices of such products. Approximately 63
million MSM integrated circuits were sold during the first quarter of fiscal 2009, compared to
approximately 79 million for the first quarter of fiscal 2008.
QCTs earnings before taxes for the first quarter of fiscal 2009 were $168 million, compared
to $470 million for the first quarter of fiscal 2008. QCTs operating income as a percentage of its
revenues (operating margin percentage) was 13% in the first quarter of fiscal 2009, compared to 30%
in the first quarter of fiscal 2008. The decrease in operating margin percentage was primarily due
to the effect of increased research and development and selling, general and administrative
expenses and reserves for excess and obsolete inventory concurrent with a decline in revenues and
the net effects of changes in product mix.
QTL Segment. QTL revenues for the first quarter of fiscal 2009 were $1.01 billion, compared to
$650 million for the first quarter of fiscal 2008. QTLs earnings before taxes for the first
quarter of fiscal 2009 were $874 million, compared to $541 million for the first quarter of fiscal
2008. QTLs operating margin percentage was 87% in the first quarter of fiscal 2009, compared to
83% in the first quarter of fiscal 2008. The increase in revenues from licensing and royalty fees
primarily related to an increase in sales of CDMA-based products reported by QTLs licensees,
driven by the continued adoption of WCDMA at higher average selling prices than CDMA2000. In
addition, QTL revenues from licensing and royalties in the first quarter of fiscal 2008 did not
include any royalty payments from Nokia. The increases in earnings before taxes and operating
margin percentage were primarily attributable to the increase in revenues.
QWI Segment. QWI revenues for the first quarter of fiscal 2009 were $170 million, compared to
$210 million for the first quarter of fiscal 2008. Revenues decreased primarily due to a $25
million decrease in QES revenues and a $12 million decrease in QIS revenues. The decrease in QES
revenues was primarily attributable to a $20 million decrease in revenues from product sales,
including a $7 million decrease related to reduced business with Globalstar. QES shipped
approximately 13,500 terrestrial-based and satellite-based systems, excluding sales to Globalstar,
during the first quarter of 2009, compared to approximately 22,600 terrestrial-based and
satellite-based systems in the first quarter of 2008. The decrease in QIS revenues was primarily
attributable to a $7 million decrease in QChat revenues resulting from reduced development efforts,
offset by increases for commercial support under a licensing agreement with Sprint and a $6 million
decrease in BREW revenues resulting from lower consumer demand and lower prices due to the slowdown
in global economies and competitive pricing pressures.
QWIs earnings before taxes for the first quarter of fiscal 2009 were $3 million, compared to
$24 million for the first quarter of fiscal 2008. QWIs operating margin percentage was 2% in the
first quarter of fiscal 2009, compared to 11% in the first quarter of fiscal 2008. The decrease in
QWIs earnings before taxes was primarily due to the decrease in gross profit associated with the
decrease in revenues and an increase in QWIs selling, general and administrative expenses. The
decrease in QWIs operating margin percentage was primarily attributable to the increase in
selling, general and administrative expenses.
QSI Segment. QSI revenues for the first quarter of fiscal 2009 were $6 million, compared to $1
million for the first quarter of fiscal 2008. QSIs loss before taxes for the first quarter of
fiscal 2009 was $98 million, compared to $55 million for the first quarter of fiscal 2008. QSIs
loss before taxes included a $29 million increase in our MediaFLO USA subsidiarys loss before
taxes comprised primarily of an increase of $14 million in cost of equipment and services revenues
and a $17 million increase in selling, general and administrative expenses.
Liquidity and Capital Resources
Our principal sources of liquidity are our existing cash, cash equivalents and marketable
securities, cash generated from operations and proceeds from the issuance of common stock under our
stock option and employee stock purchase plans. Cash, cash equivalents and marketable securities
were $13.1 billion at December 28, 2008, an increase of $1.8 billion from September 28, 2008. Our
cash, cash equivalents and marketable securities at December
28, 2008 consisted of $6.5 billion held by foreign subsidiaries with the remaining balance of
$6.6 billion held domestically. Due to tax considerations, we derive liquidity for operations
primarily from domestic cash flow and
26
investments held domestically. Total cash provided by
operating activities increased to $3.5 billion during the first quarter of fiscal 2009, compared to
$880 million during the first quarter of fiscal 2008 primarily due to collection of the $2.5
billion trade receivable related to the new license and settlement agreements completed with Nokia
in September 2008.
During the first quarter of fiscal 2009, we repurchased and retired 8,920,000 shares of our
common stock for $284 million. At December 28, 2008, approximately $1.7 billion remained authorized
for repurchases under our stock repurchase program. The stock repurchase program has no expiration
date. We intend to continue to repurchase shares of our common stock under this program subject to
capital availability and periodic determinations that such repurchases are in the best interest of
our stockholders.
We announced dividends totaling $264 million, or $0.16 per share, during the first quarter of
fiscal 2009, which were paid on January 7, 2009. On January 16, 2009, we announced a cash dividend
of $0.16 per share on our common stock, payable on March 27, 2009 to stockholders of record as of
February 27, 2009. We intend to continue to pay quarterly dividends subject to capital availability
and periodic determinations that cash dividends are in the best interest of our stockholders.
Since September 2007, there has been a major disruption in U.S. and foreign financial markets
including a deterioration of confidence and a severe decline in the availability of capital and
demand for debt and equity securities. At December 28, 2008, gross unrealized gains on marketable
securities were $113 million and gross unrealized losses were $1.3 billion. When assessing
marketable securities for other-than-temporary declines in value, we consider a number of factors.
Our relative weighting of these factors is reassessed when market or economic conditions change. In
the first quarter of fiscal 2009, due to further disruption in the credit and financial markets, we
performed a reassessment. For equity securities, in response to increased volatility in the market,
we evaluated the duration of declines and probability of recovery based on these factors, as well
as additional analysis of the expected volatility for the securities over the near term. Our
analyses of the severity and duration of price declines, market research, industry reports,
economic forecasts and the specific circumstances of issuers indicate that it is reasonable to
expect marketable securities with unrealized losses at December 28, 2008 to recover in fair value
up to our cost bases within a reasonable period of time. Further, we have the ability and the
intent to hold such securities until they recover, which is expected to be within a reasonable time
for all equity securities and most debt securities. For certain debt securities, we intend to hold
the securities for a longer period in order to recover the loss, which could be until maturity. As
a result, we do not believe the decline in the fair value of our marketable securities portfolio
will materially affect our liquidity.
At December 28, 2008, we classified our auction rate securities with recorded values of $169
million as noncurrent assets due to a disruption in credit markets that caused the auction
mechanism to fail to set market-clearing rates and provide liquidity for sellers. However, a failed
auction does not represent a default by the issuer of the underlying security. Our auction rate
securities are predominantly rated AAA/Aaa, are collateralized by student loans substantially
guaranteed by the U.S. government and continue to pay interest in accordance with their contractual
terms. The cash values of our auction rate securities, which are held by a foreign subsidiary, may
not be accessible until a successful auction occurs, a buyer is found outside of the auction
process, the securities are called by the issuer or the underlying securities have been prepaid or
have matured. Due to the combined strength of our significant cash, short-term investments and
operating cash flows, we do not anticipate the current illiquidity of auction rate securities to
affect our operating plans.
Accounts receivable decreased approximately 77% during the first quarter of fiscal 2009
primarily due to collection of the $2.5 billion trade receivable related to the new agreements with
Nokia, partial payment of amounts receivable for redemptions of money market funds and
reclassification of the remaining net balance of these investment receivables of $194 million to a
noncurrent asset in the first quarter of fiscal 2009, and a decrease
of $195 million in other
accounts receivable. Days sales outstanding related to these other accounts receivable were 33 days
at December 28, 2008 compared to 30 days at September 28, 2008. The decrease in other accounts
receivable and the increase in the related days sales outstanding were primarily due to the
slowdown in global economies.
We believe our current cash and cash equivalents, marketable securities and our expected cash
flow generated from operations will provide us with flexibility and satisfy our working and other
capital requirements over the next fiscal year and beyond based on our current business plans. Our
total research and development expenditures were
$604 million in the first quarter of fiscal 2009 and $2.28 billion in fiscal 2008, and we
expect to continue to invest heavily in research and development for new technologies, applications
and services for the wireless industry.
27
Capital expenditures were $234 million in the first quarter
of fiscal 2009 and $1.40 billion in fiscal 2008. Our purchase obligations for the remainder of
fiscal 2009 and for fiscal 2010, some of which relate to research and development activities and
capital expenditures, totaled $613 million and $103 million, respectively, at December 28, 2008.
Cash used for strategic investments and acquisitions, net of cash acquired, was $14 million in the
first quarter of fiscal 2009 and $298 million in fiscal 2008, and we expect to continue making
strategic investments and acquisitions to open new markets for our technology, expand our
technology, obtain development resources, grow our patent portfolio or pursue new business
opportunities.
Contractual Obligations/Off-Balance Sheet Arrangements
We have no significant contractual obligations not fully recorded on our condensed
consolidated balance sheets or fully disclosed in the notes to our condensed consolidated financial
statements. We have no material off-balance sheet arrangements as defined in S-K 303(a)(4)(ii).
Our consolidated balance sheet at December 28, 2008 includes a $244 million noncurrent
liability for uncertain tax positions, of which $181 million may result in cash payment. While the
current IRS audit, covering fiscal 2005, 2006 and 2007, is expected to be completed by August 2009,
we are not updating the disclosures in our long-term contractual obligations table presented in our
2008 Form 10-K because of the difficulty in making reasonably reliable estimates of the timing of
cash settlements with the taxing authorities.
Additional information regarding our financial commitments at December 28, 2008 is provided in
the notes to our condensed consolidated financial statements. See Notes to Condensed Consolidated
Financial Statements, Note 5 Income Taxes and Note 7 Commitments and Contingencies.
Future Accounting Requirements
In December 2007, the FASB revised Statement No. 141 (FAS 141R), Business Combinations,
which establishes principles and requirements for how the acquirer in a business combination (i)
recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed and any noncontrolling interest in the acquiree, (ii) recognizes and measures
the goodwill acquired in the business combination or a gain from a bargain purchase and (iii)
determines what information to disclose to enable users of the financial statements to evaluate the
nature and financial effects of the business combination. FAS 141R will be effective for our fiscal
2010 beginning September 28, 2009. We are in the process of determining the effects, if any, the
adoption of FAS 141R will have on our consolidated financial statements.
FASB Statement No. 157 (FAS 157), Fair Value Measurements, issued in September 2006 defines
fair value, establishes a framework for measuring fair value and expands disclosures about assets
and liabilities measured at fair value in the financial statements. In February 2008, the FASB
issued FASB Staff Position 157-2 (FSP 157-2) which allows the delay of the effective date of FAS
157 for one year for all nonfinancial assets and liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis. We adopted FAS 157 for
financial assets and liabilities effective September 29, 2008 but elected a partial deferral under
the provision of FSP 157-2 related to nonfinancial assets and liabilities that are measured at fair
value on a nonrecurring basis, including goodwill, wireless licenses, other intangible and
long-lived assets, guarantees and asset retirement obligations. We are in the process of
determining the effects, if any, FAS 157s application to such nonfinancial assets and liabilities
will have on our consolidated financial statements.
In March 2008, the FASB issued Statement No. 161 (FAS 161), Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133, which requires
additional disclosures about the objectives of using derivative instruments, the method by which
the derivative instruments and related hedged items are accounted for under FASB Statement No. 133
and its related interpretations, and the effect of derivative instruments and related hedged items
on financial position, financial performance and cash flows. FAS 161 also requires disclosure of
the fair values of derivative instruments and their gains and losses in a tabular format. FAS 161
will be effective for our second quarter of fiscal 2009 beginning December 29, 2008. We are in the
process of determining the effects the adoption of FAS 161 will have on our consolidated financial
statement disclosures.
Risk Factors
You should consider each of the following factors as well as the other information in this
Quarterly Report in evaluating our business and our prospects. The risks and uncertainties
described below are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently consider immaterial may also
28
impair our business operations. If
any of the following risks actually occur, our business and financial results could be harmed. In
that case, the trading price of our common stock could decline. You should also refer to the other
information set forth in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal
year ended September 28, 2008, including our financial statements and the related notes.
If deployment of our technologies does not expand as expected, our revenues may not grow as
anticipated.
We focus our business primarily on developing, patenting and commercializing CDMA technology
for wireless telecommunications applications. Other digital wireless communications technologies,
particularly GSM technology, have been more widely deployed than CDMA technology. If adoption and
use of CDMA-based wireless communications standards do not continue in the countries where our
products and those of our customers and licensees are sold, our business and financial results
could suffer. If GSM wireless operators do not select CDMA for their networks or update their
current networks to any CDMA-based third-generation (3G) technology, our business and financial
results could suffer since we have not previously generated significant revenues from sales of
products that implement GSM but do not implement CDMA. In addition to CDMA technology, we continue
to invest in developing, patenting and commercializing OFDMA technology, which has not yet been
widely adopted and commercially deployed, and FLO technology, which was commercially deployed in
the United States in fiscal 2007. If OFDMA is not widely adopted and commercially deployed and/or
FLO technology is not more widely adopted by consumers in the United States or commercially
deployed internationally, our investments in OFDMA and FLO technologies may not provide us an
adequate return.
Our business and the deployment of our technologies, products and services are dependent on
the success of our customers, licensees and CDMA-based wireless operators, as well as the timing of
their deployment of new services. Our licensees and CDMA-based wireless operators may incur lower
operating margins on products or services based on our technologies than on products using
alternative technologies as a result of greater competition or other factors. If CDMA-based
wireless operators, wireless device and/or infrastructure manufacturers cease providing CDMA-based
products and/or services, the deployment of CDMA technology could be negatively affected, and our
business could suffer.
We are dependent on the commercial deployment and upgrades of 3G wireless communications equipment,
products and services to increase our revenues, and our business may be harmed if wireless network
operators delay or are unsuccessful in the commercial deployment or upgrade of 3G technology or if
they deploy other technologies.
To increase our revenues in future periods, we are dependent upon the commercial deployment
and upgrades of 3G wireless communications equipment, products and services based on our CDMA
technology. Although wireless network operators have commercially deployed CDMA2000 and WCDMA, we
cannot predict the timing or success of further commercial deployments or expansions or upgrades of
CDMA2000, WCDMA or other CDMA systems. If existing deployments are not commercially successful or
do not continue to grow their subscriber base, or if new commercial deployments of CDMA2000, WCDMA
or other CDMA-based systems are delayed or unsuccessful, our business and financial results may be
harmed. In addition, our business could be harmed if wireless network operators deploy other
technologies or switch existing networks from CDMA to GSM without upgrading to WCDMA or if wireless
network operators introduce new technologies. A limited number of wireless operators have started
testing OFDMA technology, but the timing and extent of OFDMA deployments is uncertain, and we might
not be successful in developing and marketing OFDMA products.
Our patent portfolio may not be as successful in generating licensing income with respect to other
technologies as it has been for CDMA-based technologies.
Although we own a very strong portfolio of issued and pending patents related to GSM, GPRS,
EDGE, OFDM, OFDMA and/or Multiple Input, Multiple Output (MIMO) technologies, our patent portfolio
licensing program in these areas is less established and might not be as successful in generating
licensing income as our CDMA portfolio licensing program. Sprint Nextel entered into a definitive
agreement with Clearwire Corporation to form a new company that has started to deploy WiMAX (an
OFDMA-based technology) using its 2.5 GHz spectrum, also known as the Broadband Radio Services
band. Other wireless operators are investigating deployment of WiMAX or
considering LTE, being standardized by 3GPP, or UMB, being standardized by 3GPP2, as
next-generation technologies for deployment in existing or future spectrum bands. Verizon has
announced its intention to begin developing its chosen fourth generation (4G) technology, LTE, and
to prepare for the time when its customers start
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demanding such 4G capabilities, while continuing
the expansion and operation of its existing CDMA-based technologies for many years to come.
Although we believe that our patented technology is essential and useful to implementation of the
WiMAX, LTE and UMB standards and have granted royalty-bearing licenses to eight companies to make
and sell products implementing those standards (including Nokia and another major handset OEM), we
might not achieve the same royalty revenues on such WiMAX, LTE or UMB deployments as on CDMA-based
products and we might not achieve the same level of success in WiMAX, LTE or UMB products as we
have in CDMA-based products.
Our earnings are subject to substantial quarterly and annual fluctuations and to market downturns.
Our revenues and earnings have fluctuated significantly in the past and may fluctuate
significantly in the future. General economic or other conditions have caused and could continue to
cause a downturn in the market for our products or technology. The continuing financial disruption
affecting the banking system and financial markets and the concern as to whether investment banks
and other financial institutions will continue operations in the foreseeable future have resulted
in a tightening in the credit markets, a low level of liquidity in many financial markets and
extreme volatility in credit and equity markets. In addition to the current impact on our
marketable securities portfolio, there have been and could continue to be a number of follow-on
effects from the credit crisis on our business that could also adversely affect our operating
results. The continuing credit crisis may result in the insolvency of key suppliers resulting in
product delays; delays in reporting and/or payments from our licensees; the inability of our
customers to obtain credit to finance purchases of our products; customer/licensee insolvencies
that impact our customers/licensees ability to pay us and/or cause our customers to change
delivery schedules, cancel or reduce orders without incurring significant penalties as they are not
subject to minimum purchase requirements; a slowdown in global economies which could result in
lower consumer demand for CDMA-based products; counterparty failures negatively impacting our
treasury operations; increased impairments of our investments; and the inability to utilize federal
and/or state capital loss carryovers. Net investment income could vary from expectations depending
on the gains or losses realized on the sale or exchange of securities, gains or losses from equity
method investments, impairment charges related to marketable securities, interest rates and changes
in fair values of derivative instruments. Our cash and marketable securities investments represent
significant assets that may be subject to fluctuating or even negative returns depending upon
interest rate movements and financial market conditions in fixed income and equity securities. The
current volatility in the financial markets and overall economic uncertainty increase the risk of
substantial quarterly and annual fluctuations in our earnings.
Our future operating results will be affected by many factors, including, but not limited to:
our ability to retain existing or secure anticipated customers or licensees, both domestically and
internationally; our ability to develop, introduce and market new technology, products and services
on a timely basis; management of inventory by us and our customers and their customers in response
to shifts in market demand; changes in the mix of technology and products developed, licensed,
produced and sold; seasonal customer demand; and other factors described elsewhere in this
Quarterly Report and in these risk factors.
These factors affecting our future earnings are difficult to forecast and could harm our
quarterly and/or annual operating results. If our earnings fail to meet the financial guidance we
provide to investors, or the expectations of investment analysts or investors in any period,
securities class action litigation could be brought against us and/or the market price of our
common stock could decline.
Global economic conditions that impact the wireless communications industry could negatively affect
our revenues and operating results.
We believe the continuing global economic conditions are causing current contraction in the
channel inventory and have resulted and could continue to result in lower consumer demand and
prices for our products and for the products of our customers, particularly wireless communications
equipment manufacturers or other members of the wireless industry, such as wireless network
operators. We cannot predict other negative events that may have adverse effects on the economy, on
demand and prices for wireless device products or on wireless device inventories at CDMA-based
equipment manufacturers and wireless operators. Inflation and/or deflation and economic recessions
that adversely affect the global economy and capital markets also adversely affect our customers
and our end consumers. For example, our customers ability to purchase or pay for our products and
services, obtain financing and upgrade wireless networks could be adversely affected, leading
to cancellation or delay of orders for our products. Also, our end consumers standards of living
could be lowered, and their ability to purchase wireless devices based on our technology could be
diminished. Inflation could also increase our costs of
30
raw materials and operating expenses and
harm our business in other ways, and deflation could reduce our revenues if product prices fall.
Any of these results from worsening global economic conditions could negatively affect our revenues
and operating results.
During the first quarter of fiscal 2009, 66% of our revenues were from customers and licensees
based in South Korea, Japan and China, as compared to 75% during the first quarter of fiscal 2008,
respectively. During fiscal 2008, 70% of our revenues were from customers and licensees based in
South Korea, Japan and China, as compared to 69% during fiscal 2007. These customers sell their
products to markets worldwide, including in Japan, South Korea, China, India, North America, South
America and Europe. A significant downturn in the economies of Asian countries where many of our
customers and licensees are located, particularly the economies of South Korea, Japan and China, or
the economies of the major markets they serve would materially harm our business. In addition, the
continued threat of terrorism and heightened security and military action in response to this
threat, or any future acts of war or terrorism, may cause disruptions to the global economy and to
the wireless communications industry and create uncertainties. Should such negative events occur,
subsequent economic recovery might not benefit us in the near term. If it does not, our ability to
increase or maintain our revenues and operating results may be impaired. In addition, because we
intend to continue to make significant investments in research and development and to maintain
extensive ongoing customer service and support capability, any decline in the rate of growth of our
revenues will have a significant adverse impact on our operating results.
Our two largest customers accounted for 28% and 30% of consolidated revenues in the first quarter
of fiscal 2009 and 2008, respectively, and 30% and 27% of total consolidated revenues in fiscal
2008 and 2007, respectively. The loss of any one of our major customers or any reduction in the
demand for devices utilizing our CDMA technology could reduce our revenues and harm our ability to
achieve or sustain desired levels of operating results.
The loss of any one of our QCT segments significant customers or the delay, even if only
temporary, or cancellation of significant orders from any of these customers would reduce our
revenues in the period of the cancellation or deferral and harm our ability to achieve or sustain
expected levels of operating results. We derive a significant portion of our QCT segment revenues
from two major customers. Accordingly, unless and until our QCT segment diversifies and expands its
customer base, our future success will significantly depend upon the timing and size of any future
purchase orders from these customers. Factors that may impact the size and timing of orders from
customers of our QCT segment include, among others, the following:
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the product requirements of our customers and the network operators; |
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the financial and operational success of our customers; |
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the success of our customers products that incorporate our products; |
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changes in wireless penetration growth rates; |
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value added features which drive replacement rates; |
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shortages of key products and components; |
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fluctuations in channel inventory levels; |
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the success of products sold to our customers by competitors; |
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the rate of deployment of new technology by the wireless network operators and the
rate of adoption of new technology by the end consumers; |
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the extent to which certain customers successfully develop and produce CDMA-based
integrated circuits and system software to meet their own needs or source such products
from other suppliers; |
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general economic conditions; |
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changes in governmental regulations in countries where we or our customers currently
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widespread illness. |
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We derive a significant portion of our royalty revenues in our QTL segment from a limited number of
licensees and our future success depends on the ability of our licensees to obtain market
acceptance for their products.
Our QTL segment today derives royalty revenues primarily from sales of CDMA products by our
licensees. Although we have more than 160 licensees, we derive a significant portion of our royalty
revenues from a limited number of licensees. Our future success depends upon the ability of our
licensees to develop, introduce and deliver high-volume products that achieve and sustain market
acceptance. We have little or no control over the sales efforts of our licensees, and our licensees
might not be successful. Reductions in the average selling price of wireless communications devices
utilizing our CDMA technology, without a comparable increase in the volumes of such devices sold,
could have a material adverse effect on our business.
We may not be able to modify some of our license agreements to license later patents without
modifying some of the other material terms and conditions of such license agreements, and such
modifications may impact our revenues.
The licenses granted to and from us under a number of our license agreements include only
patents that are either filed or issued prior to a certain date, and, in a small number of
agreements, royalties are payable on those patents for a specified time period. As a result, there
are agreements with some licensees where later patents are not licensed by or to us under our
license agreements. In order to license any such later patents, we will need to extend or modify
our license agreements or enter into new license agreements with such licensees. We might not be
able to modify such license agreements in the future to license any such later patents or extend
such date(s) to incorporate later patents without affecting the material terms and conditions of
our license agreements with such licensees.
Efforts by some telecommunications equipment manufacturers and component suppliers to avoid paying
fair and reasonable royalties for the use of our intellectual property may create uncertainty about
our future business prospects, may require the investment of substantial management time and
financial resources, and may result in legal decisions and/or political actions by foreign
governments that harm our business.
A small number of companies have initiated various strategies in an attempt to renegotiate,
mitigate and/or eliminate their need to pay royalties to us for the use of our intellectual
property in order to negatively affect our business model and that of our other licensees. These
strategies have included (i) litigation, often alleging infringement of patents held by such
companies, patent misuse, patent exhaustion and patent and license unenforceability, or some form
of unfair competition, (ii) taking questionable positions on the interpretation of contracts with
us, with royalty reduction as the likely true motive, (iii) appeals to governmental authorities,
such as the complaints filed with the European Commission (EC) during the fourth calendar quarter
of 2005 and with the Korea Fair Trade Commission (KFTC) and the Japan Fair Trade Commission (JFTC)
during 2006, (iv) collective action intended to depress license fees, including working with
carriers, standards bodies, other like-minded technology companies and other organizations, formal
and informal, to adopt intellectual property policies and practices which could have the effect of
limiting returns on intellectual property innovations and (v) lobbying with governmental regulators
and elected officials for the purpose of seeking the imposition of some form of compulsory
licensing and/or to weaken a patent holders ability to enforce its rights or obtain a fair return
for such rights. A number of these strategies are purportedly based on interpretations of the
policies of certain standards development organizations concerning the licensing of patents that
are or may be essential to industry standards and our alleged failure to abide by these policies.
Six companies (Nokia, Ericsson, Panasonic, Texas Instruments, Broadcom and NEC) submitted
separate formal complaints to the Competition Directorate of the EC accusing our business
practices, with respect to licensing of patents and sales of chipsets, to be in violation of
Article 82 of the EC treaty. We received the complaints, submitted a response and have cooperated
with the EC in its investigation. On October 1, 2007, the EC announced that it had initiated a
proceeding though it has not decided to issue a Statement of Objections, and it has not made any
conclusions as to the merits of the complaints. On July 23, 2008, we entered into an agreement with
Nokia in which Nokia agreed to withdraw its complaint as part of the settlement of disputes between
the parties; however, although Nokia has withdrawn its complaint, the investigation remains active.
While the ECs actions to date do not indicate that the EC has found any evidence of a violation by
us and we believe that none of our business practices violate the legal requirements of Article 82
of the EC treaty, if the EC determines liability as to any of the alleged violations, it could
impose fines and/or require us to modify our practices. Further, the continuation of this
investigation could be expensive and time consuming to address, divert management attention from
our business
and harm our reputation. Although such potential adverse findings may be appealed within the
EC legal system, an adverse final determination could have a significant negative impact on our
revenues and/or earnings. We
32
understand that two U.S. companies (Texas Instruments and Broadcom)
and two South Korean companies (Nextreaming Corp. and Thin Multimedia, Inc.) have filed complaints
with the KFTC alleging that our business practices are, in some way, a violation of South Korean
anti-trust regulations. To date, we have not received the complaints but have submitted certain
requested information and documents to the KFTC regarding rebates on chipset sales, chipset design
integration and royalties on devices containing a Qualcomm chipset. The JFTC has also received
unspecified complaints alleging that our business practices are, in some way, a violation of
Japanese law. We have not received the complaints but have submitted certain requested information
and documents to the JFTC regarding the non-assert, cross-licensing and royalty provisions in our
license agreements and BREW agreements. While we have not seen any of these complaints in South
Korea or Japan, we believe that none of our business practices violate the legal requirements of
South Korean competition law or Japanese competition law. However, we have cooperated with the
investigations of these complaints in South Korea and Japan, and any continuation or expansion of
these investigations could be expensive and time consuming to address, divert management attention
from our business and harm our reputation. An adverse final determination on these charges could
have a significant negative impact on our business, including our revenues and/or earnings.
Although we believe that these challenges are without merit, and we will continue to
vigorously defend our intellectual property rights and our right to continue to receive a fair
return for our innovations, the distractions caused by challenges to our business model and
licensing program are undesirable and the legal and other costs associated with defending our
position have been and continue to be significant. We assume, as should investors, that such
challenges will continue into the foreseeable future and may require the investment of substantial
management time and financial resources to explain and defend our position.
The enforcement and protection of our intellectual property rights may be expensive and could
divert our valuable resources.
We rely primarily on patent, copyright, trademark and trade secret laws, as well as
nondisclosure and confidentiality agreements and other methods, to protect our proprietary
information, technologies and processes, including our patent portfolio. Policing unauthorized use
of our products and technologies is difficult and time consuming. We cannot be certain that the
steps we have taken will prevent the misappropriation or unauthorized use of our proprietary
information and technologies, particularly in foreign countries where the laws may not protect our
proprietary intellectual property rights as fully or as readily as United States laws. We cannot be
certain that the laws and policies of any country, including the United States, or the practices of
any of the standards bodies, foreign or domestic, with respect to intellectual property enforcement
or licensing, issuance of wireless licenses or the adoption of standards, will not be changed in a
way detrimental to our licensing program or to the sale or use of our products or technology.
The vast majority of our patents and patent applications relate to our wireless communications
technology and much of the remainder of our patents and patent applications relate to our other
technologies and products. We may need to litigate to enforce our intellectual property rights,
protect our trade secrets or determine the validity and scope of proprietary rights of others. As a
result of any such litigation, we could lose our ability to enforce one or more patents or incur
substantial unexpected operating costs. Any action we take to enforce our intellectual property
rights could be costly and could absorb significant management time and attention, which, in turn,
could negatively impact our operating results. In addition, failure to protect our trademark rights
could impair our brand identity.
Claims by other companies that we infringe their intellectual property, that patents on which we
rely are invalid, or that our business practices are in some way unlawful could adversely affect
our business.
From time to time, companies have asserted, and may again assert, patent, copyright and other
intellectual property rights against our products or products using our technologies or other
technologies used in our industry. These claims have resulted and may again result in our
involvement in litigation. We may not prevail in such litigation given the complex technical issues
and inherent uncertainties in intellectual property litigation. If any of our products were found
to infringe on another companys intellectual property rights, we could be subject to an injunction
or required to redesign our products, which could be costly, or to license such rights and/or pay
damages or other compensation to such other company. If we were unable to redesign our products or
license such intellectual property rights used in our products, we could be prohibited from making
and selling such products.
We expect that we will continue to be involved in litigation and may have to appear in front
of administrative bodies (such as the U.S. International Trade Commission) to defend against patent
assertions against our products by companies, some of whom are attempting to gain competitive
advantage or negotiating leverage in licensing
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negotiations. We may not be successful and, if we
are not, the range of possible outcomes includes everything from a royalty payment to an injunction
on the sale of certain of our chipsets (and on the sale of our customers devices using our
chipsets) and the imposition of royalty payments that might make purchases of our chipsets less
economical for our customers. A negative outcome in any such litigation could severely disrupt the
business of our chipset customers and their wireless customers, which in turn could hurt our
relationships with our chipset customers and wireless operators and could result in a decline in
our share of worldwide chipset sales and/or a reduction in our licensees sales to wireless
operators, causing a corresponding decline in our chipset and/or licensing revenues.
In addition, intellectual property rights claims in our industry are common, and, as the
number of competitors or other patent holders in the market increases and the functionality of our
products expands to include additional technologies and features, we may become subject to claims
of infringement or misappropriation of the intellectual property rights of others. Any claims,
regardless of their merit, could be time consuming to address, result in costly litigation, divert
the efforts of our technical and management personnel or cause product release or shipment delays,
any of which could have a material adverse effect upon our operating results. In any potential
dispute involving other companies patents or other intellectual property, our chipset customers
could also become the targets of litigation. Any such litigation could severely disrupt the
business of our chipset customers and their wireless operator customers, which in turn could hurt
our relationships with our chipset customers and wireless operators and could result in a decline
in our chipset market share and/or a reduction in our licensees sales to wireless operators,
causing a corresponding decline in our chipset and/or licensing revenues.
A number of other companies have claimed to own patents essential to various CDMA standards,
GSM standards and implementations of OFDM and OFDMA systems. If we or other product manufacturers
are required to obtain additional licenses and/or pay royalties to one or more patent holders, this
could have a material adverse effect on the commercial implementation of our CDMA or multimode
products and technologies, demand for our licensees products, and our profitability.
Other companies or entities also have, and may again, commence actions seeking to establish
the invalidity of our patents. In the event that one or more of our patents are challenged, a court
may invalidate the patent(s) or determine that the patent(s) is not enforceable, which could harm
our competitive position. If our key patents are invalidated, or if the scope of the claims in any
of these patents is limited by court decision, we could be prevented from licensing the invalidated
or limited portion of such patents. Such adverse decisions could negatively impact our revenues.
Even if such a patent challenge is not successful, it could be expensive and time consuming to
address, divert management attention from our business and harm our reputation.
Our industry is subject to competition that could result in decreased demand for our products and
the products of our customers and licensees and/or declining average selling prices for our
licensees products and our products, negatively affecting our revenues and operating results.
We currently face significant competition in our markets and expect that competition will
continue. Competition in the telecommunications market is affected by various factors, including:
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comprehensiveness of products and technologies; |
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value added features which drive replacement rates and selling prices; |
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manufacturing capability; |
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scalability and the ability of the system technology to meet customers immediate and
future network requirements; |
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product performance and quality; |
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design and engineering capabilities; |
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compliance with industry standards; |
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time-to-market; |
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system cost; and |
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customer support. |
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This competition may result in increased development costs and reduced average selling prices
for our products and those of our customers and licensees. Reductions in the average selling price
of our licensees products, unless offset by an increase in volumes, generally result in reduced
royalties payable to us. While pricing pressures from competition may, to a large extent, be
mitigated by the introduction of new features and functionality in our licensees products, there
is no guarantee that such mitigation will occur. We anticipate that additional competitors will
enter our markets as a result of growth opportunities in wireless telecommunications, the trend
toward global expansion by foreign and domestic competitors, technological and public policy
changes and relatively low barriers to entry in selected segments of the industry.
Companies that promote non-CDMA technologies (e.g. GSM, WiMAX) and companies that design
competing CDMA-based integrated circuits are generally included amongst our competitors or
potential competitors in the United States or abroad. Examples (some of whom are strategic partners
of ours in other areas) include Broadcom, EoNex Technologies, Ericsson, Freescale, Fujitsu, Icera,
Infineon, Intel, LSI Corporation, Mediatek, NEC, nVidia, Renesas, ST-NXP Wireless, Texas
Instruments, VIA Telecom and the recently announced joint venture between Ericsson Mobile Platforms
and ST-NXP Wireless. With respect to our QES business, our competitors are
aggressively pricing products and services and are offering new value-added products and
services which may impact margins, intensify competition in current and new markets and harm our
ability to compete in certain markets.
Many of these current and potential competitors have advantages over us, including:
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longer operating histories and market presence; |
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greater name recognition; |
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motivation by our customers in certain circumstances to find alternate suppliers; |
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access to larger customer bases; |
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economies of scale and cost structure advantages; |
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greater sales and marketing, manufacturing, distribution, technical and other
resources; and |
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government support of other technologies. |
As a result of these and other factors, our competitors may be more successful than us. In
addition, we anticipate additional competitors will begin to offer and sell products based on 3G
standards. These competitors may have more established relationships and distribution channels in
markets not currently deploying CDMA-based wireless communications technology. These competitors
also may have established or may establish financial or strategic relationships among themselves or
with our existing or potential customers, resellers or other third parties. These relationships may
affect our customers decisions to purchase products or license technology from us or to use
alternative technologies. Accordingly, new competitors or alliances among competitors could emerge
and rapidly acquire significant market share of sales to our detriment. In addition to the
foregoing, we have seen, and believe we will continue to see, an increase in customers requesting
that we develop products, including chipsets, that will operate in an open source environment,
which offers practical accessibility to a products source code. Developing open source compliant
products, without imperiling the intellectual property rights upon which our licensing business
depends, may prove difficult under certain circumstances, thereby placing us at a competitive
disadvantage for new product designs.
While we continue to believe our QMT Divisions IMOD displays will offer compelling advantages
to users of displays, there can be no assurance that other technologies will not continue to
improve in ways that reduce the advantages we anticipate from our IMOD displays. Sales of flat
panel displays are currently, and we believe will likely continue to be for some time, dominated by
displays based on liquid crystal display (LCD) technology. Numerous companies are making
substantial investments in, and conducting research to improve characteristics of, LCDs.
Additionally, several other flat panel display technologies have been, or are being, developed,
including technologies for the production of organic light-emitting diode (OLED), field emission,
inorganic electroluminescence, gas plasma and vacuum fluorescent displays. In each case, advances
in LCD or other flat panel display technologies could result in technologies that are more cost
effective, have fewer display limitations, or can be brought to market faster than our IMOD
technology. These advances in competing technologies might cause display manufacturers to avoid
entering into commercial relationships with us, or not renew planned or existing
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relationships with
us. Our QMT Division had $343 million in assets (including $133 million in goodwill) at December
28, 2008. If we do not achieve adequate market penetration with our IMOD display technology, our
assets may become impaired, which could negatively impact our operating results.
Successful attempts by certain companies to amend or modify Standards Development Organizations
(SDOs) and other industry forums intellectual property policies could impact our licensing
business.
Some companies have proposed significant changes to existing intellectual property policies
for implementation by SDOs and other industry organizations, some of which would require a maximum
aggregate intellectual property royalty rate for the use of all essential patents owned by all of
the member companies to be applied to the selling price of any product implementing the relevant
standard. They have further proposed that such maximum aggregate royalty rate be apportioned to
each member company with essential patents based upon the size of its essential patent portfolio.
In May 2007, seven companies (Nokia, Nokia-Siemens, NEC, Ericsson, SonyEricsson, Alcatel-Lucent,
and Nextwave) issued a press release announcing their commitment to the principles described above
with respect to the licensing of patents essential to LTE and inviting all other industry
participants to join them in adopting such policies. Although the European Telecommunications
Standards Institute (ETSI) IPR Special Committee and the
Next Generation Mobile Network industry group have thus far determined that such proposals
should not be adopted as amendments to existing ETSI policies or new policies, and no other
companies have joined these seven companies, such proposals as described above might be revisited
within ETSI and might be adopted by other SDOs or industry groups, formal and/or informal,
resulting in a potential disadvantage to our business model either by artificially limiting our
return on investment with respect to new technologies or forcing us to work outside of the SDOs or
such other industry groups for promoting our new technologies.
We depend upon a limited number of third-party suppliers to manufacture and test component parts,
subassemblies and finished goods for our products. If these third-party suppliers do not allocate
adequate manufacturing and test capacity in their facilities to produce products on our behalf, or
if there are any disruptions in the operations, or the loss, of any of these third parties, it
could harm our ability to meet our delivery obligations to our customers, reduce our revenues,
increase our cost of sales and harm our business.
A suppliers ability to meet our product manufacturing demand is limited mainly by its overall
capacity and current capacity availability. Our ability to meet customer demand depends, in part,
on our ability to obtain timely and adequate delivery of parts and components from our suppliers. A
reduction or interruption in our product supply source, an inability of our suppliers to react to
shifts in product demand or an increase in component prices could have a material adverse effect on
our business or profitability. Component shortages could adversely affect our ability and that of
our customers to ship products on a timely basis and, as a result, our customers demand for our
products. Any such shipment delays or declines in demand could reduce our revenues and harm our
ability to achieve or sustain desired levels of profitability. Additionally, failure to meet
customer demand in a timely manner could damage our reputation and harm our customer relationships.
Our operations may also be harmed by lengthy or recurring disruptions at any of our suppliers
manufacturing facilities and by disruptions in the distribution channels from our suppliers and to
our customers. Any such disruptions could cause significant delays in shipments until we are able
to shift the products from an affected manufacturer to another manufacturer. If the affected
supplier was a sole-source supplier, we may not be able to obtain the product without significant
cost and delay. The loss of a significant third-party supplier or the inability of a third-party
supplier to meet performance and quality specifications or delivery schedules could harm our
ability to meet our delivery obligations to our customers and negatively impact our revenues and
business operations.
QCT Segment. Although we have entered into long-term contracts with our suppliers, most of
these contracts do not provide for long-term capacity commitments, except as may be provided in a
particular purchase order that has been accepted by our supplier. To the extent that we do not have
firm commitments from our suppliers over a specific time period, or in any specific quantity, our
suppliers may allocate, and in the past have allocated, capacity to the production and testing of
products for their other customers while reducing capacity to manufacture our products.
Accordingly, capacity for our products may not be available when we need it or available at
reasonable prices. We have experienced capacity limitations from our suppliers, which resulted in
supply constraints and our inability to meet certain customer demand. There can be no assurance
that we will not experience these or other supply constraints in the future, which could result in
our failure to meet customer demand.
While our goal is to establish alternate suppliers for technologies that we consider
critical, some of our integrated circuits products are only available from single sources, with
which we do not have long-term capacity
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commitments. Our reliance on sole- or limited-source
suppliers involves significant risks including possible shortages of manufacturing capacity, poor
product performance and reduced control over delivery schedules, manufacturing capability and
yields, quality assurance, quantity and costs. Our arrangements with our suppliers may oblige us to
incur costs to manufacture and test our products that do not decrease at the same rate as decreases
in pricing to our customers which may result in lowering our operating margins. In addition, the
timely readiness of our foundry suppliers to support transitions to smaller geometry process
technologies could impact our ability to meet customer demand, revenues and cost expectations. The
timing of acceptance of the smaller technology designs by our customers may subject us to the risk
of excess inventories of earlier designs.
In the event of a loss of, or a decision to change, a key third-party supplier, qualifying a
new foundry supplier and commencing volume production or testing could involve delay and expense,
resulting in lost revenues, reduced operating margins and possible loss of customers. We work
closely with our customers to expedite their processes for evaluating new integrated circuits from
our foundry suppliers; however, in some instances, transition of integrated circuit production to a
new foundry supplier may cause a temporary decline in shipments of specific integrated circuits to
individual customers.
Under our Integrated Fabless Manufacturing (IFM) model, we purchase die from semiconductor
manufacturing foundries, contract with separate third-party manufacturers for back-end assembly and
test services and ship the completed integrated circuits to our customers. We are unable to
directly control the services provided by our semiconductor assembly and test (SAT) suppliers,
including the timely procurement of packaging materials for our products, availability of assembly
and test capacity, manufacturing yields, quality assurance and product delivery schedules. We have
a limited history of working with the SAT suppliers under the IFM model, and cannot guarantee that
our lack of control will not cause disruptions in our operations that could harm our ability to
meet our delivery obligations to our customers, reduce our revenues, or increase our cost of sales.
QMT Division. QMT needs to form and maintain reliable business relationships with flat panel
display manufacturers or other targeted partners to support the manufacture of IMOD displays in
commercial volumes. All of our current relationships have been for the development and limited
production of certain IMOD display panels and/or modules. Some or all of these relationships may
not succeed or, even if they are successful, may not result in the display manufacturers entering
into material supply relationships with us.
Our suppliers may also be our competitors, putting us at a disadvantage for pricing and capacity
allocation.
One or more of our suppliers may obtain licenses from us to manufacture CDMA-based integrated
circuits that compete with our products. In this event, the supplier could elect to allocate raw
materials and manufacturing capacity to their own products and reduce deliveries to us to our
detriment. In addition, we may not receive reasonable pricing, manufacturing or delivery terms. We
cannot guarantee that the actions of our suppliers will not cause disruptions in our operations
that could harm our ability to meet our delivery obligations to our customers or increase our cost
of sales.
We, and our licensees, are subject to the risks of conducting business outside the United States.
A significant part of our strategy involves our continued pursuit of growth opportunities in a
number of international market locations. We market, sell and service our products internationally.
We have established sales offices around the world. We expect to continue to expand our
international sales operations and to sell products in additional countries and locations. This
expansion will require significant management attention and financial resources to successfully
develop direct and indirect international sales and support channels, and we cannot assure you that
we will be successful or that our expenditures in this effort will not exceed the amount of any
resulting revenues. If we are not able to maintain or increase international market demand for our
products and technologies, we may not be able to maintain a desired rate of growth in our business.
Our international customers sell their products to markets throughout the world, including
China, India, Japan, South Korea, North America, South America and Europe. We distinguish revenues
from external customers by geographic areas based on the location to which our products, software
or services are delivered and, for QTLs licensing and royalty revenue, the invoiced address of our
licensees. Consolidated revenues from international customers as a percentage of total revenues
were 94% and 89% in the first quarter of fiscal 2009 and 2008, respectively, and 91% and 87% in
fiscal 2008 and 2007, respectively. Because a significant portion of our foreign sales are
denominated in U.S. dollars, our products and those of our customers and licensees that are sold in
U.S. dollars become less price-competitive in international markets if the value of the U.S. dollar
increases relative to
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foreign currencies, and our revenues may not grow as quickly as they
otherwise might in response to worldwide growth in wireless products and services.
In many international markets, barriers to entry are created by long-standing relationships
between our potential customers and their local service providers and protective regulations,
including local content and service requirements. In addition, our pursuit of international growth
opportunities may require significant investments for an extended period before we realize returns,
if any, on our investments. Our business could be adversely affected by a variety of uncontrollable
and changing factors, including:
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difficulty in protecting or enforcing our intellectual property rights and/or
contracts in a particular foreign jurisdiction, including challenges to our licensing
practices under such jurisdictions competition laws; |
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challenges pending before foreign competition agencies to the pricing and integration
of additional features and functionality into our wireless chipset products; |
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our inability to succeed in significant foreign markets, such as China, India or
Europe; |
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cultural differences in the conduct of business; |
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difficulty in attracting qualified personnel and managing foreign activities; |
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longer payment cycles for and greater difficulties collecting accounts receivable; |
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export controls, tariffs and other trade protection measures; |
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nationalization, expropriation and limitations on repatriation of cash; |
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social, economic and political instability; |
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natural disasters, acts of terrorism, widespread illness and war; |
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taxation; |
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variability in the value of the dollar against foreign currency; and |
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changes in laws and policies affecting trade, foreign investments, licensing
practices, loans and employment. |
We cannot be certain that the laws and policies of any country with respect to intellectual
property enforcement or licensing, issuance of wireless licenses or the adoption of standards will
not be changed or enforced in a way detrimental to our licensing program or to the sale or use of
our products or technology.
The wireless markets in China and India, among others, represent growth opportunities for us.
If wireless operators in China or India, or the governments of China or India, make technology
deployment or other decisions that result in actions that are adverse to the expansion of CDMA
technologies, our business could be harmed.
We are subject to risks in certain global markets in which wireless operators provide
subsidies on wireless device sales to their customers. Increases in device prices that negatively
impact device sales can result from changes in regulatory policies related to device subsidies.
Limitations or changes in policy on device subsidies in South Korea, Japan, China and other
countries may have additional negative impacts on our revenues.
Currency fluctuations could negatively affect future product sales or royalty revenues, harm our
ability to collect receivables, or increase the U.S. dollar cost of the activities of our foreign
subsidiaries and international strategic investments.
We are exposed to risk from fluctuations in currencies, which may change over time as our
business practices evolve, that could impact our operating results, liquidity and financial
condition. We operate and invest globally. Adverse movements in currency exchange rates may
negatively affect our business due to a number of situations, including the following:
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If the effective price of products sold by our customers were to increase as a result
of fluctuations in the exchange rate of the relevant currencies, demand for the products
could fall, which in turn would reduce our royalty and chipset revenues. |
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Declines in currency values in selected regions may adversely affect our operating
results because our products and those of our customers and licensees may become more
expensive to purchase in the countries of the affected currencies. |
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Assets or liabilities of our consolidated subsidiaries and our foreign investees that
are not denominated in the functional currency of those entities are subject to the
effects of currency fluctuations, which may affect our reported earnings. Our exposure
to foreign currencies may increase as we increase our presence in existing markets or
expand into new markets. |
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Investments in our consolidated foreign subsidiaries and in other foreign entities
that use the local currency as the functional currency may decline in value as a result
of declines in local currency values. |
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Certain of our revenues, such as royalty revenues, are derived from licensee or
customer sales that are denominated in foreign currencies. If these revenues are not
subject to foreign exchange hedging transactions, weakening of currency values in
selected regions could adversely affect our near term revenues and cash flows. In
addition, continued weakening of currency values in selected regions over an extended
period of time could adversely affect our future revenues and cash flows. |
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We may engage in foreign exchange hedging transactions that could affect our cash
flows and earnings because they may require the payment of structuring fees, and they
may limit the U.S. dollar value of royalties from licensees sales that are denominated
in foreign currencies. |
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Our trade receivables are generally U.S. dollar denominated. Any significant increase
in the value of the dollar against our customers or licensees functional currencies
could result in an increase in our customers or licensees cash flow requirements and
could consequently affect our ability to sell products and collect receivables. |
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Strengthening currency values in selected regions may adversely affect our operating
results because the activities of our foreign subsidiaries, and the costs of procuring
component parts and chipsets from foreign vendors, may become more expensive in U.S.
dollars. |
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Strengthening currency values in selected regions may adversely affect our cash flows
and investment results because strategic investment obligations denominated in foreign
currencies may become more expensive, and the U.S. dollar cost of equity in losses of
foreign investees may increase. |
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Weakening currency values in selected regions may adversely affect the value of our
marketable securities issued in foreign markets. |
We may engage in acquisitions or strategic transactions or make investments that could result in
significant changes or management disruption and fail to enhance stockholder value.
From time to time, we engage in acquisitions or strategic transactions or make investments
with the goal of maximizing stockholder value. We acquire businesses, enter into joint ventures or
other strategic transactions and purchase equity and debt securities, including minority interests
in publicly-traded and private companies, non-investment-grade debt securities, equity and debt
mutual and exchange traded funds, corporate bonds/notes, auction rate securities and
mortgage/asset-backed securities. Many of our strategic investments are in CDMA wireless operators,
early-stage companies or venture funds to support our business, including the global adoption of
CDMA-based technologies and related services. Most of our strategic investments entail a high
degree of risk and will not become liquid until more than one year from the date of investment, if
at all. Our acquisitions or strategic investments (either those we have completed or may undertake
in the future) may not generate financial returns or result in increased adoption or continued use
of our technologies. In addition, our other investments may not generate financial returns or may
result in losses due to market volatility, the general level of interest rates and inflation
expectations. In some cases, we make strategic investments in early-stage companies, which require
us to consolidate or record our share of the earnings or losses of those companies. Our share of
any losses will adversely affect our financial results until we exit from or reduce our exposure to
these investments.
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Achieving the anticipated benefits of acquisitions depends in part upon our ability to
integrate the acquired businesses in an efficient and effective manner. The integration of
companies that have previously operated independently may result in significant challenges, and we
may be unable to accomplish the integration smoothly or successfully. The difficulties of
integrating companies include, among others:
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retaining key employees; |
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maintenance of important relationships of Qualcomm and the acquired business; |
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minimizing the diversion of managements attention from ongoing business matters; |
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coordinating geographically separate organizations; |
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consolidating research and development operations; and |
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consolidating corporate and administrative infrastructures. |
We cannot assure you that the integration of acquired businesses with our business will result
in the realization of the full benefits anticipated by us to result from the acquisition. We may
not derive any commercial value from the acquired technology, products and intellectual property or
from future technologies and products based on the acquired technology and/or intellectual
property, and we may be subject to liabilities that are not covered by indemnification protection
we may obtain.
Defects or errors in our products and services or in products made by our suppliers could harm our
relations with our customers and expose us to liability. Similar problems related to the products
of our customers or licensees could harm our business. If we experience product liability claims or
recalls, we may incur significant expenses and experience decreased demand for our products.
Our products are inherently complex and may contain defects and errors that are detected only
when the products are in use. For example, as our chipset product complexities increase, we are
required to migrate to integrated circuit technologies with smaller geometric feature sizes. The
design process interface issues are more complex as we enter into these new domains of technology,
which adds risk to yields and reliability. Because our products and services are responsible for
critical functions in our customers products and/or networks, such defects or errors could have a
serious impact on our customers, which could damage our reputation, harm our customer relationships
and expose us to liability. Defects or impurities in our components, materials or software or those
used by our customers or licensees, equipment failures or other difficulties could adversely affect
our ability, and that of our customers and licensees, to ship products on a timely basis as well as
customer or licensee demand for our products. Any such shipment delays or declines in demand could
reduce our revenues and harm our ability to achieve or sustain desired levels of profitability. We
and our customers or licensees may also experience component or software failures or defects that
could require significant product recalls, reworks and/or repairs that are not covered by warranty
reserves and which could consume a substantial portion of the capacity of our third-party
manufacturers or those of our customers or licensees. Resolving any defect or failure related
issues could consume financial and/or engineering resources that could affect future product
release schedules. Additionally, a defect or failure in our products or the products of our
customers or licensees could harm our reputation and/or adversely affect the growth of 3G wireless
markets.
Testing, manufacturing, marketing and use of our products and those of our licensees and
customers entail the risk of product liability. The use of wireless devices containing our products
to access untrusted content creates a risk of exposing the system software in those devices to
viral or malicious attacks. We continue to expand our focus on this issue and take measures to
safeguard the software from this threat. However, this issue carries the risk of general product
liability claims along with the associated impacts on reputation and demand. Although we carry
product liability insurance to protect against product liability claims, we cannot assure you that
our insurance coverage will be sufficient to protect us against losses due to product liability
claims, or that we will be able to continue to maintain such insurance at a reasonable cost.
Furthermore, not all losses associated with alleged product failure are insurable. Our inability to
maintain insurance at an acceptable cost or to protect ourselves in other ways against potential
product liability claims could prevent or inhibit the commercialization of our products and those
of our licensees and customers and harm our future operating results. In addition, a product
liability claim or recall,
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whether against our licensees, customers or us could harm our reputation and result in
decreased demand for our products.
MediaFLO USA does not fully control promotional activities necessary to stimulate demand for our
services.
Our MediaFLO USA business is a wholesale provider of a mobile entertainment and information
service to our wireless operator partners. As such, we do not set the retail price of our service
to the consumer, nor do we directly control all of the marketing and promotion of the service to
the wireless operators subscriber base. Therefore, we are dependent upon our wireless operator
partners to price, market and otherwise promote our service to the end users. If our wireless
operator partners do not effectively price, market and otherwise promote the service to their
subscriber base, our ability to achieve the subscriber and revenue targets contemplated in our
business plan will be negatively impacted.
Consumer acceptance and adoption of our MediaFLO technology and mobile commerce applications will
have a considerable impact on the success of our MediaFLO USA and Firethorn businesses,
respectively.
Consumer acceptance of the services our MediaFLO USA and Firethorn businesses offer is, and
will continue to be, affected by technology-based differences and by the operational performance,
quality, reliability and coverage of our wireless network and services platforms. Consumer demand
could be impacted by differences in technology, coverage and service areas, network quality,
consumer perceptions, program and service offerings and rate plans. Our wireless operator and
financial services partners may have difficulty retaining subscribers if we are unable to meet
subscriber expectations for network quality and coverage, customer care, content or security.
Obtaining content for our MediaFLO USA business that is appealing to subscribers on economically
rational terms may be limited by our content provider partners inability to obtain the mobile
rights to such programming. An inability to address these issues could limit our ability to expand
our subscriber base and place us at a competitive disadvantage. Additionally, adoption and
deployment of our MediaFLO technology could be adversely impacted by government regulatory
practices that support a single standard other than our technology, wireless operator selection of
competing technologies or consumer preferences.
Our business and operating results will be harmed if we are unable to manage growth in our
business.
Certain of our businesses have experienced periods of rapid growth and/or increased their
international activities, placing significant demands on our managerial, operational and financial
resources. In order to manage growth and geographic expansion, we must continue to improve and
develop our management, operational and financial systems and controls, including quality control
and delivery and service capabilities. We also need to continue to expand, train and manage our
employee base. We must carefully manage research and development capabilities and production and
inventory levels to meet product demand, new product introductions and product and technology
transitions. We cannot assure you that we will be able to timely and effectively meet that demand
and maintain the quality standards required by our existing and potential customers and licensees.
In addition, inaccuracies in our demand forecasts, or failure of the systems used to develop
the forecasts, could quickly result in either insufficient or excessive inventories and
disproportionate overhead expenses. If we ineffectively manage our growth or are unsuccessful in
recruiting and retaining personnel, our business and operating results will be harmed.
Our stock price may be volatile.
The stock market in general, and the stock prices of technology-based and wireless
communications companies in particular, have experienced volatility that often has been unrelated
to the operating performance of any specific public company. The market price of our common stock
has fluctuated in the past and is likely to fluctuate in the future as well. Factors that may have
a significant impact on the market price of our stock include:
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announcements concerning us or our competitors, including the selection of
wireless communications technology by wireless operators and the timing of the roll-out
of those systems; |
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court or regulatory body decisions or settlements regarding intellectual property
licensing and patent litigation and arbitration; |
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receipt of substantial orders or order cancellations for integrated circuits and
system software products; |
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quality deficiencies in services or products; |
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announcements regarding financial developments or technological innovations; |
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international developments, such as technology mandates, political developments
or changes in economic policies; |
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lack of capital to invest in 3G networks; |
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new commercial products; |
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changes in recommendations of securities analysts; |
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general stock market volatility; |
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disruption in the U.S. and foreign credit and financial markets affecting both
the availability of credit and credit spreads on investment securities; |
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government regulations, including tax regulations; |
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energy blackouts; |
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acts of terrorism and war; |
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inflation and deflation; |
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concerns regarding global economic conditions that may impact one or more of the
countries in which we, our customers or our licensees compete; |
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widespread illness; |
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proprietary rights or product or patent litigation against us or against our customers or licensees; |
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strategic transactions, such as spin-offs, acquisitions and divestitures; or |
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rumors or allegations regarding our financial disclosures or practices. |
Our future earnings and stock price may be subject to volatility, particularly on a quarterly
basis. Shortfalls in our revenues or earnings in any given period relative to the levels expected
by securities analysts could immediately, significantly and adversely affect the trading price of
our common stock.
In the past, securities class action litigation often has been brought against a company
following periods of volatility in the market price of its securities. Due to changes in the
potential volatility of our stock price, we may be the target of securities litigation in the
future. Securities and patent litigation could result in substantial uninsured costs and divert
managements attention and resources. In addition, stock price volatility may be precipitated by
failure to meet earnings expectations or other factors, such as the potential uncertainty in future
reported earnings created by the assumptions used for share-based compensation and the related
valuation models used to determine such expense.
Our industry is subject to rapid technological change, and we must make substantial investments in
new products and technologies to compete successfully.
New technological innovations generally require a substantial investment before they are
commercially viable. We intend to continue to make substantial investments in developing new
products and technologies, and it is possible that our development efforts will not be successful
and that our new technologies will not result in meaningful revenues. In particular, we intend to
continue to invest significant resources in developing integrated circuit products to support
high-speed wireless internet access and multimode, multiband, multinetwork operation and multimedia
applications, which encompass development of graphical display, camera and video capabilities, as
well as higher computational capability and lower power on-chip computers and signal processors. We
also continue to invest in the development of our BREW applications development platform, our
MediaFLO MDS and FLO technology and our IMOD display technology. Certain of these new products and
technologies face significant competition, and we cannot assure that the revenues generated from
these products or the timing of the deployment of these products or technologies, which may be
dependent on the actions of others, will meet our expectations. We cannot be certain that we will
make the additional advances in development that may be essential to commercialize our IMOD
technology successfully.
42
The market for our wireless products and technology is characterized by many factors, including:
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rapid technological advances and evolving industry standards; |
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changes in customer requirements and consumer expectations; |
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frequent introductions of new products and enhancements; |
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evolving methods for transmission of wireless voice and data communications; and |
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intense competition from companies with greater resources, customer relationships
and distribution capabilities. |
Our future success will depend on our ability to continue to develop and introduce new
products, technology and enhancements on a timely basis. Our future success will also depend on our
ability to keep pace with technological developments, protect our intellectual property, satisfy
customer requirements, price our products competitively and achieve market acceptance. The
introduction of products embodying new technologies and the emergence of new industry standards
could render our existing products and technology, and products and technology currently under
development, obsolete and unmarketable. If we fail to anticipate or respond adequately to
technological developments or customer requirements, or experience any significant delays in
development, introduction or shipment of our products and technology in commercial quantities,
demand for our products and our customers and licensees products that use our technology could
decrease, and our competitive position could be damaged.
Changes in assumptions used to estimate the values of share-based compensation have a significant
effect on our reported results.
We are required to estimate and record compensation expense in the statement of operations for
share-based payments, such as employee stock options, using the fair value method. This method has
a significant effect on our reported earnings, although it will not affect our cash flows, and
could adversely impact our ability to provide accurate guidance on our future reported financial
results due to the variability of the factors used to estimate the values of share-based payments.
If factors change and/or we employ different assumptions or different valuation methods in future
periods, the compensation expense that we record may differ significantly from amounts recorded
previously, which could negatively affect our stock price and our stock price volatility.
There are significant differences among valuation models, and there is a possibility that we
will adopt different valuation models in the future. This may result in a lack of consistency in
future periods and materially affect the fair value estimate of share-based payments. It may also
result in a lack of comparability with other companies that use different models, methods and
assumptions.
Theoretical valuation models and market-based methods are evolving and may result in lower or
higher fair value estimates for share-based compensation. The timing, readiness, adoption, general
acceptance, reliability and testing of these methods is uncertain. Sophisticated mathematical
models may require voluminous historical information, modeling expertise, financial analyses,
correlation analyses, integrated software and databases, consulting fees, customization and testing
for adequacy of internal controls. Market-based methods are emerging that, if employed by us, may
dilute our earnings per share and involve significant transaction fees and ongoing administrative
expenses. The uncertainties and costs of these extensive valuation efforts may outweigh the
benefits to our investors.
Potential tax liabilities could adversely affect our results.
We are subject to income taxes in both the United States and numerous foreign jurisdictions.
Significant judgment is required in determining our provision for income taxes. Although we believe
our tax estimates are reasonable, the final determination of tax audits and any related litigation
could be materially different than that which is reflected in historical income tax provisions and
accruals. In such case, a material effect on our income tax provision and net income in the period
or periods in which that determination is made could result. In addition, tax rules may change that
may adversely affect our future reported financial results or the way we conduct our business. For
example, we consider the operating earnings of certain non-United States subsidiaries to be
invested indefinitely outside the United States based on estimates that future domestic cash
generation will be sufficient to meet future domestic cash needs. No provision has been made for
United States federal and state or foreign taxes that may result from future remittances of
undistributed earnings of foreign subsidiaries. Our future reported financial results may
43
be adversely affected if tax or accounting rules regarding unrepatriated earnings change or if
domestic cash needs require us to repatriate foreign earnings.
The high amount of capital required to obtain radio frequency licenses, deploy and expand wireless
networks and obtain new subscribers could slow the growth of the wireless communications industry
and adversely affect our business.
Our growth is dependent upon the increased use of wireless communications services that
utilize our technology. In order to provide wireless communications services, wireless operators
must obtain rights to use specific radio frequencies. The allocation of frequencies is regulated in
the United States and other countries throughout the world, and limited spectrum space is allocated
to wireless communications services. Industry growth may be affected by the amount of capital
required to: obtain licenses to use new frequencies; deploy wireless networks to offer voice and
data services; expand wireless networks to grow voice and data services; and obtain new
subscribers. The significant cost of licenses, wireless networks and subscriber additions may slow
the growth of the industry if wireless operators are unable to obtain or service the additional
capital necessary to implement or expand 3G wireless networks. Our growth could be adversely
affected if this occurs.
If wireless devices pose safety risks, we may be subject to new regulations, and demand for our
products and those of our licensees and customers may decrease.
Concerns over the effects of radio frequency emissions, even if unfounded, may have the effect
of discouraging the use of wireless devices, which may decrease demand for our products and those
of our licensees and customers. In recent years, the FCC and foreign regulatory agencies have
updated the guidelines and methods they use for evaluating radio frequency emissions from radio
equipment, including wireless phones and other wireless devices. In addition, interest groups have
requested that the FCC investigate claims that wireless communications technologies pose health
concerns and cause interference with airbags, hearing aids and medical devices. Concerns have also
been expressed over the possibility of safety risks due to a lack of attention associated with the
use of wireless devices while driving. Any legislation that may be adopted in response to these
expressions of concern could reduce demand for our products and those of our licensees and
customers in the United States as well as foreign countries.
Our QES and MediaFLO USA businesses depend on the availability of satellite and other networks.
Our OmniTRACS and OmniVision systems operate on leased Kurtz-under band (Ku-band) satellite
transponders in the United States, Mexico and Europe. Our primary data satellite transponder and
position reporting satellite transponder lease for the system in the United States runs through
September 2012 and includes transponder and satellite protection (back-up capacity in the event of
a transponder or satellite failure). The transponder lease for the system in Mexico runs through
April 2010 and does not currently have back-up capability. Our agreement with a third party to
provide network management and satellite space (including procuring satellite space) in Europe
expires in February 2013. We believe our agreements will provide sufficient transponder capacity
for our OmniTRACS and OmniVision operations through the expiration dates. A failure to maintain
adequate satellite capacity could harm our business, operating results, liquidity and financial
position. QES terrestrial-based products rely on wireless terrestrial communication networks
operated by third parties. The unavailability or nonperformance of these network systems could harm
our business. The products and services that we sell for use on Globalstar Inc.s (Globalstar)
low-Earth-orbit satellite network are dependent on the availability and performance of the
Globalstar satellite system. Globalstar has announced that many of its satellites are experiencing
an anomaly resulting in degraded performance of the amplifiers for the S-band satellite
communications antenna. This anomaly is adversely impacting Globalstars ability to provide
uninterrupted two-way voice and data services. Globalstar has announced that eight spare Globalstar
satellites were successfully launched with a view to reduce gaps in its two-way voice and data
services until the commercial availability of its second-generation satellite constellation,
scheduled for initial launch in the second half of 2009. If Globalstar is unable to launch a
second-generation satellite constellation, this degraded performance will continue to have an
adverse impact on sales of our products and services that rely on the Globalstar network.
Our MediaFLO network and systems currently operate in the United States market on a leased
Ku-band satellite transponder. Our primary program content and data distribution satellite
transponder lease runs through December 2012 and includes transponder and satellite protection
(back-up capacity in the event of a transponder or satellite failure), which we believe will
provide sufficient transponder capacity for our United States MediaFLO service through fiscal 2012.
Additionally, our MediaFLO transmitter sites are monitored and controlled by a variety of
44
terrestrial-based data circuits relying on various terrestrial and satellite communication
networks operated by third parties. A failure to maintain adequate satellite capacity or the
unavailability or nonperformance of the terrestrial-based network systems could have an adverse
effect on our business and operating results.
Our business and operations would suffer in the event of system failures.
Despite system redundancy, the implementation of security measures and the existence of a
Disaster Recovery Plan for our internal information technology networking systems, our systems are
vulnerable to damages from computer viruses, unauthorized access, energy blackouts, natural
disasters, terrorism, war and telecommunication failures. Any system failure, accident or security
breach that causes interruptions in our operations or to our customers or licensees operations
could result in a material disruption to our business. To the extent that any disruption or
security breach results in a loss or damage to our customers data or applications, or
inappropriate disclosure of confidential information, we may incur liability as a result. In
addition, we may incur additional costs to remedy the damages caused by these disruptions or
security breaches.
Data transmissions for QES operations are formatted and processed at the Network Management
Center in San Diego, California, with a fully redundant backup Network Management Center located in
Las Vegas, Nevada. Content from third parties for MediaFLO operations is received, processed and
retransmitted at the Broadcast Operations Center in San Diego, California. Certain BREW products
and services provided by our QIS operations are hosted at the Network Operations Center in San
Diego, California with a fully redundant backup Network Operations Center located in Las Vegas,
Nevada. The centers, operated by us, are subject to system failures, which could interrupt the
services and have an adverse effect on our operating results.
From time to time, we install new or upgraded business management systems. To the extent such
systems fail or are not properly implemented, we may experience material disruptions to our
business, delays in our external financial reporting or failures in our system of internal
controls, that could have a material adverse effect on our results of operations.
Noncompliance with environmental or safety regulations could cause us to incur significant expenses
and harm our business.
As part of the development of our IMOD display technology, we are operating a research and
development fabrication facility. The development of IMOD display prototypes is a complex and
precise process involving hazardous materials subject to environmental and safety regulations. Our
failure or inability to comply with existing or future environmental and safety regulations could
result in significant remediation liabilities, the imposition of fines and/or the suspension or
termination of development activities.
Our stock repurchase program may not result in a positive return of capital to stockholders and may
expose us to counterparty risk.
At December 28, 2008, we had authority to repurchase up to $1.7 billion of our common stock.
Our stock repurchases may not return value to stockholders because the market price of the stock
may decline significantly below the levels at which we repurchased shares of stock. Our stock
repurchase program is intended to deliver stockholder value over the long-term, but stock price
fluctuations can reduce the programs effectiveness.
As part of our stock repurchase program, we may sell put options or engage in structured
derivative transactions to reduce the cost of repurchasing stock. In the event of a significant and
unexpected drop in stock price, these arrangements may require us to repurchase stock at price
levels that are significantly above the then-prevailing market price of our stock. Such
overpayments may have an adverse effect on the effectiveness of our overall stock repurchase
program and may reduce value for our stockholders. In the event of financial insolvency or distress
of a counterparty to our put options, structured derivative transactions or 10b5-1 stock repurchase
plan, we may be unable to settle transactions.
We cannot provide assurance that we will continue to declare dividends at all or in any particular
amounts.
We intend to continue to pay quarterly dividends subject to capital availability and periodic
determinations that cash dividends are in the best interest of our stockholders. Future dividends
may be affected by, among other items, our views on potential future capital requirements,
including those related to research and development, creation and expansion of sales distribution
channels and investments and acquisitions, legal risks, stock repurchase programs, changes in
federal income tax law and changes to our business model. Our dividend payments may
45
change from time to time, and we cannot provide assurance that we will continue to declare
dividends at all or in any particular amounts. A reduction in our dividend payments could have a
negative effect on our stock price.
Government regulation and policies of industry standards bodies may adversely affect our business.
Our products and services and those of our customers and licensees are subject to various
regulations, including FCC regulations in the United States and other international regulations, as
well as the specifications of national, regional and international standards bodies. Changes in the
regulation of our activities, including changes in the allocation of available spectrum by the
United States government and other governments or exclusion or limitation of our technology or
products by a government or standards body, could have a material adverse effect on our business,
operating results, liquidity and financial position.
We hold licenses in the United States from the FCC for the spectrum referred to as Block D in
the Lower 700 MHz Band (also known as TV Channel 55) covering the entire nation and spectrum
referred to as Block E in the Lower 700 MHz Band (also known as TV Channel 56) covering five
economic areas on the east and west coasts for use in our MediaFLO USA business. In addition, we
hold licenses for the spectrum referred to as B Block in the Lower 700 MHz Band for use initially
in our various research and development initiatives. In using the licensed spectrum, we are
regulated by the FCC pursuant to the terms of our licenses and the Federal Communications Act of
1934, as amended, and pursuant to Part 27 of the FCCs rules, which are subject to a variety of
ongoing FCC proceedings. It is impossible to predict with certainty the outcome of pending FCC or
other federal or state regulatory proceedings relating to our MediaFLO service or our use of the
spectrum for which we hold licenses. Unless we are able to obtain relief, existing laws and
regulations may inhibit our ability to expand our business and to introduce new products and
services. In addition, the adoption of new laws or regulations or changes to the existing
regulatory framework could adversely affect our business plans. In 2006, the U.S. Congress enacted
a law requiring television stations to vacate TV channels 52 to 69 and to transition from analog to
digital transmission by February 17, 2009. In January 2009,
the Senate passed a bill to postpone that date to June 12, 2009.
The House of Representatives is considering similar legislation. A postponement of the DTV
transition date, if enacted into law, would delay MediaFLO USA from launching its service in a number of major markets
and from expanding its coverage in other existing markets. This delay would have a negative impact
on our ability to generate revenues in those markets for the duration of the potential delay.
We hold licenses in the United Kingdom from the Office of Communications (Ofcom) to use 40 MHz
of spectrum in the so-called L-Band (1452 MHz to 1492 MHz). These licenses give us the right to use
this spectrum throughout the entire United Kingdom. In using this spectrum, we are regulated by
Ofcom pursuant to the terms of our license and the United Kingdoms Wireless Technology Act of
2006. The adoption of new laws or regulations or changes to the existing regulatory framework could
adversely affect our business plans.
We may not be able to attract and retain qualified employees.
Our future success depends largely upon the continued service of our board members, executive
officers and other key management and technical personnel. Our success also depends on our ability
to continue to attract, retain and motivate qualified personnel. In addition, implementing our
product and business strategy requires specialized engineering and other talent, and our revenues
are highly dependent on technological and product innovations. The market for such specialized
engineering and other talented employees in our industry is extremely competitive. In addition,
existing immigration laws make it more difficult for us to recruit and retain highly skilled
foreign national graduates of U.S. universities, making the pool of available talent even smaller.
Key employees represent a significant asset, and the competition for these employees is intense in
the wireless communications industry. In the event of a labor shortage, or in the event of an
unfavorable change in prevailing labor and/or immigration laws, we could experience difficulty
attracting and retaining qualified employees. We continue to anticipate increases in human resource
needs, particularly in engineering, through fiscal 2009. If we are unable to attract and retain the
qualified employees that we need, our business may be harmed.
We may have particular difficulty attracting and retaining key personnel in periods of poor
operating performance given the significant use of incentive compensation by our competitors. We do
not have employment agreements with our key management personnel and do not maintain key person
life insurance on any of our personnel. To the extent that new regulations make it less attractive
to grant share-based awards to employees or if stockholders do not authorize shares for the
continuation of equity compensation programs in the future, we may incur increased compensation
costs, change our equity compensation strategy or find it difficult to attract, retain and motivate
employees, each of which could materially and adversely affect our business.
46
Compliance with changing regulation of corporate governance and public disclosure may result in
additional expenses.
Changing laws, regulations and standards relating to corporate governance and public
disclosure may create uncertainty regarding compliance matters. New or changed laws, regulations
and standards are subject to varying interpretations in many cases. As a result, their application
in practice may evolve over time. We are committed to maintaining high standards of corporate
governance and public disclosure. Complying with evolving interpretations of new or changed legal
requirements may cause us to incur higher costs as we revise current practices, policies and
procedures, and may divert management time and attention from revenue generating to compliance
activities. If our efforts to comply with new or changed laws, regulations and standards differ
from the activities intended by regulatory or governing bodies due to ambiguities related to
practice, our reputation might also be harmed. Further, our board members, chief executive officer
and chief financial officer could face an increased risk of personal liability in connection with
the performance of their duties. As a result, we may have difficulty attracting and retaining
qualified board members and executive officers, which could harm our business.
Our charter documents and Delaware law could limit transactions in which stockholders might obtain
a premium over current market prices.
Our certificate of incorporation includes a provision that requires the approval of holders of
at least 66 2/3% of our voting stock as a condition to certain mergers or other business
transactions with, or proposed by, a holder of 15% or more of our voting stock. Under our charter
documents, stockholders are not permitted to call special meetings of our stockholders or to act by
written consent. These charter provisions may discourage certain types of transactions involving an
actual or potential change in our control, including those offering stockholders a premium over
current market prices. These provisions may also limit our stockholders ability to approve
transactions that they may deem to be in their best interests.
Further, our Board of Directors has the authority under Delaware law to fix the rights and
preferences of and issue shares of preferred stock, and our preferred share purchase rights
agreement will cause substantial dilution to the ownership of a person or group that attempts to
acquire us on terms not approved by our Board of Directors. While our Board of Directors approved
our preferred share purchase rights agreement to provide the board with greater ability to maximize
shareholder value, these rights could deter takeover attempts that the board finds inadequate and
make it more difficult to bring about a change in our ownership.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial market risks related to interest rates, foreign currency exchange rates and equity
prices are described in our 2008 Annual Report on Form 10-K. At December 28, 2008, there have been
no other material changes to the market risks described at September 28, 2008 except as described
below. Additionally, we do not anticipate any other near-term changes in the nature of our market
risk exposures or in managements objectives and strategies with respect to managing such
exposures.
Interest Rate Risk. We invest our cash in a number of diversified investment- and
non-investment-grade fixed and floating rate securities, consisting of cash equivalents, marketable
debt securities and debt mutual funds. Changes in the general level of United States interest rates
can affect the principal values and yields of fixed interest-bearing securities. If interest rates
in the general economy were to rise rapidly in a short period of time, our fixed interest-bearing
securities could lose value. As interest rates in the general economy have dropped significantly
over the past several months, our floating interest-bearing securities are earning less interest
income. When the general economy weakens significantly, as it has recently, the credit profile,
financial strength and growth prospects of certain issuers of interest-bearing securities held in
our investment portfolios may deteriorate, and our interest-bearing securities may lose value
either temporarily or other than temporarily. We may implement investment strategies of different
types with varying duration and risk/return trade-offs that do not perform well.
The following table provides information about our interest-bearing securities that are
sensitive to changes in interest rates. The table presents principal cash flows, weighted-average
yield at cost and contractual maturity dates. Additionally, we have assumed that these securities
are similar enough within the specified categories to aggregate these securities for presentation
purposes.
47
Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rates
(Dollars in millions)
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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No Single |
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|
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
Thereafter |
|
Maturity |
|
Total |
Fixed interest-bearing securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ |
557 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
557 |
|
Interest rate |
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment grade |
|
$ |
954 |
|
|
$ |
505 |
|
|
$ |
469 |
|
|
$ |
133 |
|
|
$ |
40 |
|
|
$ |
129 |
|
|
$ |
1,125 |
|
|
$ |
3,355 |
|
Interest rate |
|
|
3.5 |
% |
|
|
3.7 |
% |
|
|
4.0 |
% |
|
|
3.9 |
% |
|
|
5.2 |
% |
|
|
7.5 |
% |
|
|
5.2 |
% |
|
|
|
|
Non-investment grade |
|
$ |
32 |
|
|
$ |
15 |
|
|
$ |
23 |
|
|
$ |
59 |
|
|
$ |
71 |
|
|
$ |
390 |
|
|
|
|
|
|
$ |
590 |
|
Interest rate |
|
|
7.9 |
% |
|
|
9.8 |
% |
|
|
11.4 |
% |
|
|
8.5 |
% |
|
|
8.4 |
% |
|
|
9.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating interest-bearing
securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ |
3,096 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,096 |
|
Interest rate |
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment grade |
|
$ |
552 |
|
|
$ |
705 |
|
|
$ |
308 |
|
|
$ |
97 |
|
|
$ |
|
|
|
$ |
167 |
|
|
$ |
505 |
|
|
$ |
2,334 |
|
Interest rate |
|
|
2.7 |
% |
|
|
2.8 |
% |
|
|
3.1 |
% |
|
|
2.8 |
% |
|
|
|
|
|
|
8.9 |
% |
|
|
4.3 |
% |
|
|
|
|
Non-investment grade |
|
$ |
3 |
|
|
$ |
19 |
|
|
$ |
42 |
|
|
$ |
73 |
|
|
$ |
111 |
|
|
$ |
208 |
|
|
$ |
525 |
|
|
$ |
981 |
|
Interest rate |
|
|
6.9 |
% |
|
|
7.5 |
% |
|
|
7.3 |
% |
|
|
7.4 |
% |
|
|
7.2 |
% |
|
|
9.9 |
% |
|
|
8.1 |
% |
|
|
|
|
Cash and cash equivalents and available-for-sale securities are recorded at fair value.
Credit Risk. Since September 2007, there has been a major disruption in U.S. and foreign
financial markets including a deterioration of confidence and a severe decline in the availability
of capital and demand for debt and equity securities. The result has been depressed security values
and widening credit spreads in most types of investment- and non-investment-grade bonds and debt
obligations and mortgage- and asset-backed securities. We have no direct investments in the lowest
credit quality, or subprime, mortgages, nor do we have investments collateralized by assets that
include subprime mortgages. We have indirect exposure to subprime mortgages to the extent of our
investments in large, diversified financial companies, commercial banks, insurance companies and
public/private investment funds that participate or invest in subprime mortgage loans, mortgage
insurance or loan servicing, which could impact the fair values of our securities. At December 28,
2008, we held a significant portion of our corporate cash in diversified portfolios of fixed- and
floating-rate, investment-grade marketable securities, mortgage- and asset-backed securities,
non-investment-grade bank loans and bonds, preferred stocks and other securities that have been
affected by these credit market concerns and had temporary gross unrealized losses of $562 million.
Although we consider these unrealized losses to be temporary, there is a risk that we may incur
other-than-temporary impairment charges or realized losses on the values of these and other
similarly affected securities if U.S. credit and equity markets do not stabilize and recover to
previous levels in the coming quarters.
We engage in transactions in which certain fixed-income and equity securities are loaned to
selected broker-dealers. We may incur a loss in the event that a broker does not return our
securities, the collateral value is insufficient or cannot be maintained at required values or the
lending agent fails to restore or pay us the cash value of our loaned securities.
Equity Price Risk. The continuing major disruption in U.S. and foreign credit and financial
markets caused increased volatility in the fair values of our equity securities and equity mutual
and exchange-traded fund shares. We have a diversified marketable securities portfolio that
includes equities held by mutual and exchange-traded fund shares that are subject to equity price
risk. The recorded values of marketable equity securities decreased to $1.07 billion at December
28, 2008 from $1.34 billion at September 28, 2008. The recorded values of equity mutual and
exchange-traded fund shares decreased to $905 million at December 28, 2008 from $1.28 billion at
September 28, 2008. We have made investments in marketable equity securities of companies of
varying size, style, industry and geography, and changes in investment allocations may affect the
price volatility of our investments. A 10% decrease in the market price of our marketable equity
securities and equity mutual fund and exchange-traded fund shares at December 28, 2008 would cause
a corresponding 10% decrease in the carrying amounts of these securities,
48
or $197 million. At December 28, 2008, gross unrealized losses of our marketable equity
securities and equity mutual and exchange-traded fund shares were approximately $691 million.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Under the supervision and with the
participation of our management, including our principal executive officer and principal financial
officer, we conducted an evaluation of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act). Based on this evaluation, our principal executive officer and our principal
financial officer concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this Quarterly Report.
Changes in Internal Control over Financial Reporting. There have been no changes in our
internal control over financial reporting during the first quarter of fiscal 2009 that have
materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A review of our current litigation is disclosed in the notes to our condensed consolidated
financial statements. See Notes to Condensed Consolidated Financial Statements, Note 7
Commitments and Contingencies. We are also engaged in other legal actions arising in the ordinary
course of our business and believe that the ultimate outcome of these actions will not have a
material adverse effect on our results of operations, liquidity or financial position.
ITEM 1A. RISK FACTORS
We have provided updated Risk Factors in the section labeled Risk Factors in Part I, Item 2,
Managements Discussion and Analysis of Financial Condition and Results of Operations. The Risk
Factors section provides updated information in certain areas, but we do not believe those updates
have materially changed the type or magnitude of the risks we face in comparison to the disclosure
provided in our most recent Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer purchases of equity securities during the first quarter of fiscal 2009 were (in
millions, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Approximate Dollar |
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
Value of Shares that |
|
|
|
|
|
|
|
|
|
|
as Part of Publicly |
|
May Yet Be Purchased |
|
|
|
|
|
|
Average Price Paid |
|
Announced Plans or |
|
Under the Plans or |
|
|
Total Number of |
|
Per Share |
|
Programs |
|
Programs |
|
|
Shares Purchased |
|
(1) |
|
(2) |
|
(2) |
September 29, 2008 to October 26,
2008 |
|
|
1.1 |
|
|
$ |
34.46 |
|
|
|
1.1 |
|
|
$ |
1,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 27, 2008 to November 23,
2008 |
|
|
5.6 |
|
|
$ |
32.21 |
|
|
|
5.6 |
|
|
$ |
1,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 24, 2008 to December 28,
2008 |
|
|
2.2 |
|
|
$ |
29.85 |
|
|
|
2.2 |
|
|
$ |
1,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8.9 |
|
|
$ |
31.89 |
|
|
|
8.9 |
|
|
$ |
1,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Average Price Paid Per Share excludes cash paid for commissions. |
|
(2) |
|
On March 11, 2008, we announced that we had been authorized to repurchase up to $2.0 billion of our common stock
with no expiration date. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
49
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
Exhibits
|
|
|
3.1
|
|
Restated Certificate of Incorporation. (1) |
|
|
|
3.2
|
|
Certificate of Amendment of Certificate of Designation. (2) |
|
|
|
3.4
|
|
Amended and Restated Bylaws. (3) |
|
|
|
10.81
|
|
Amended and Restated Executive Retirement Matching Contribution Plan. (4) |
|
|
|
31.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Paul E. Jacobs. |
|
|
|
31.2
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William E. Keitel. |
|
|
|
32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 for Paul E. Jacobs. |
|
|
|
32.2
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 for William E. Keitel. |
|
|
|
(1) |
|
Filed as an exhibit to the Registrants Current Report on Form 8-K filed on March 13,
2006. |
|
(2) |
|
Filed as an exhibit to the Registrants Current Report on Form 8-K filed on September
30, 2005. |
|
(3) |
|
Filed as an exhibit to the Registrants Current Report on Form 8-K filed on December
12, 2008. |
|
(4) |
|
Indicates management or compensatory plan or arrangement required to be identified
pursuant to Item 15(a). |
50
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.
|
|
|
|
|
|
|
QUALCOMM Incorporated |
|
|
|
|
|
|
|
|
|
/s/ William E. Keitel |
|
|
|
|
William E. Keitel
|
|
|
|
|
Executive Vice President and |
|
|
|
|
Chief Financial Officer |
|
|
Dated: January 28, 2009
51