UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
(Mark One)
   
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 25, 200528, 2008
OR
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    .
Commission file number 0-19528
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
 
   
Delaware 95-3685934
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
5775 Morehouse Drive  
San Diego, California 92121-1714
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (858) 587-1121
Securities registered pursuant to Sectionsection 12(b) of the Act:
None
Title of Each ClassName of Each Exchange on Which Registered
Common stock, $0.0001 par valueNASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
(TitleNone
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of Class)the Securities Act.  
YESþ NOo
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  
YESo NOþ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YESþ NOo
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, (as defineda 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 Act). YESþ NOExchange Act. (Check one):
Large accelerated filerþAccelerated fileroNon-accelerated fileroSmaller reporting companyo
(Do not check if a smaller reporting company)
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).þ Yes YESo No
NOþ
     The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 25, 200528, 2008 was $56,518,904,679.$62,723,551,797.*
     The number of shares outstanding of the registrant’s common stock was 1,644,187,5451,655,471,748 as of October 31, 2005.November 4, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the registrant’s Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 20062009 Annual Meeting of Stockholders, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended September 25, 2005.28, 2008.

 
* Excludes the Common Stock held by executive officers, directors and stockholders whose ownership exceeds 5% of the Common Stock outstanding at March 25, 2005.28, 2008. This calculation does not reflect a determination that such persons are affiliates for any other purposes.

 


QUALCOMM INCORPORATED
Form 10-K
For the Fiscal Year Ended September 25, 200528, 2008
Index
     
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Item 1.PART I
 
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 EXHIBIT 21EX-10.80
 EXHIBIT 23.1EX-21
 EXHIBIT 31.1EX-23.1
 EXHIBIT 31.2EX-31.1
 EXHIBIT 32.1EX-31.2
 EXHIBIT 32.2EX-32.1
EX-32.2

 


TRADEMARKS AND TRADE NAMES
     QUALCOMM®QUALCOMM®, QUALCOMM CDMA University®OmniTRACS®, QUALCOMM Wireless Business SolutionsÒOmniVision™, OmniTRACS®GlobalTRACS®, OmniOneÒT2™, GlobalTRACS™T2 Untethered TrailerTRACS™, TrailerTRACS®TrailerTRACS®, TruckMAIL™, OmniExpress®OmniExpress®, QConnect™, T2™, T2Untethered™, EutelTRACS™, Eudora®, QCP-ÒQConnect®, QCT-Ò®, MSM™, Secure MSM™Snapdragon™, CMX™Wireless Reach & Design™, CSM™, MSM6250Ô, MSM6275™, MSM6280™, MSM6500Ô, MSM6550™, MSM7500™, CSM6800™ gpsOne™, radioOneÒgpsOne®, SnapTrackÒ®, BREWÒ®, BREW SDKÒ®, BINARY RUNTIME ENVIRONMENT FOR WIRELESSÒ®, MediaFLO™MediaFLO USA™, MediaFLO®, FLO™, FLASH-OFDM®, RadioRouter®, QPoint™, QConcert™Flarion®, QTunes™Gobi™, Qtv™BrandXtend™, Q3Dimension™, QCamera™, QCamcorder™, Qvideophone™, deliveryOne™, uiOne™, iMoD™,Plaza™ and QCHAT®QChat® are trademarks and/or service marks of QUALCOMM Incorporated. QUALCOMM, QUALCOMM Wireless Business Solutions, QWBS,Enterprise Services™, QES™, QUALCOMM CDMA Technologies, QCT, QUALCOMM Technology Licensing, QTL, QUALCOMM Wireless Systems, QWS, QUALCOMM Wireless & Internet, QUALCOMM Wireless & Internet Group, QWI, QUALCOMM Internet Services, QIS, QUALCOMM Government Technologies, QGOV, QUALCOMM MEMS Technologies, QMT, QUALCOMM Technologies and& Ventures, QUALCOMM MediaFLO Technologies, QUALCOMM Flarion Technologies, QFT, QUALCOMM Global Development, QUALCOMM Digital Media, QDM, QUALCOMM Global Trading, QGT, QUALCOMM Strategic Initiatives, QSI, ELATA, Iridigm, MediaFLO USA, Trigenix, Spike, SnapTrack are trade names of QUALCOMM Incorporated. Firethorn® is a registered trademark of Firethorn Holdings, LLC.
     cdmaOne®cdmaOne™ is a trademark of the CDMA Development Group, Inc. CDMA2000®CDMA2000® is a registered trademarkservice mark and certification mark of the Telecommunications Industry Association. Globalstar™ and Globalstar® areGlobalstar® is a registered trademark and service mark, respectively, of Globalstar, L.L.C.Inc. Nextel Direct Connect® is a registered service mark of Nextel Communications, Inc. Java® is a registered trademark and service mark of Sun Microsystems, Inc. Windows Mobile® is a registered trademark of Microsoft Corporation. Palm OS® is a registered trademark of Palm Inc. Linux® is a registered trademark of Linus Torvalds. Android™ is a trademark of Google Inc. Adobe® Flash® are registered trademarks and service marks of Adobe Systems Incorporated.
     All other trademarks, service marks and/or trade names appearing in this document are the property of their respective holders.

 


     In this document, the words “Qualcomm,” “we,” “our,” “ours” and “us” refer only to QUALCOMM Incorporated and not any other person or entity.
PART I
Item 1. Business
     This Annual Report (including, but not limited to, the following section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Annual Report. Additionally, statements concerning future matters such as the development of new products, enhancements or technologies, sales levels, expense levels and other statements regarding matters that are not historical are forward-looking statements.
     Although forward-looking statements in this Annual Report reflect theour good faith judgment, of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include without limitation those discussed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Annual Report. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report. Readers are urged to carefully review and consider the various disclosures made in this Annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
     We were incorporated in 1985 under the laws of the state of California. In 1991, we reincorporated in the state of Delaware. We operate and report using a 52-53 week fiscal year ending the last Sunday in September. Our 52-week fiscal years consist of four equal quarters of 13 weeks each, and our 53-week fiscal years consist of three 13-week fiscal quarters and one 14-week fiscal quarter. The financial results for our 53-week fiscal years and our 14-week fiscal quarters will not be exactly comparable to our 52-week fiscal years and our 13-week fiscal quarters. EachBoth of the fiscal years ended September 25, 2005, September 26, 200428, 2008 and September 28, 200324, 2006 include 52 weeks. The fiscal year ended September 30, 2007 includes 53 weeks.
Overview
     In 1989, we publicly introduced the concept that a digital communication technique called CDMA could be commercially successful in wireless communication applications. CDMA stands for Code Division Multiple Access and is one of the main technologies currently used in digital wireless communications networks.networks (also known as wireless networks). CDMA and the other main digital wireless communications technologies, TDMA (which stands for Time Division Multiple Access) and GSM (which is a form of TDMA (Time Division Multiple Access) and stands for Global System for Mobile Communications) are the primary digital technologies used to transmit a wireless phonedevice user’s voice or data over radio waves using the wireless phone operator’s network. CDMA works by converting speech into digital information, which is then transmitted in the form of a radio signal over the phone network. These digital wireless phone networks are complete phone systems comprised primarily of base stations, or “cells,” which are geographically placed throughout a service or coverage area. Once communication between a wireless phone user and a base station is established, the system detects the movement of the wireless phone user and the communication is handed off to another base station, or cell, as the wireless phone user moves throughout the service area.
     Because we led, and continue to lead, the development and commercialization of CDMA technology, we own significant intellectual property, including patents, patent applications and trade secrets, which applies to all versions of CDMA, portions of which we license to other companies and implement in our own products. The wireless communications industry generally recognizes that a company seeking to develop, manufacture and/or sell products that use CDMA technology will require a patent license from us.

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     There are several versions of CDMA technology recognizedthat have been adopted worldwide as public cellular standards. The first version, known as cdmaOne, is a second generationsecond-generation (2G) cellular technology that was first commercially deployed in the mid-1990s. The other subsequent versions of CDMA are popularly referred to as third generationthird-generation (3G) technologies known commonly throughout the wireless industry as:
  CDMA2000, including 1X, and 1xEV-DO (where DO refers to(EV-DO, or Evolution Data Optimized);, EV-DO Revision A and EV-DO Revision B;
 
  Wideband CDMA (WCDMA), also known as Universal Mobile Telecommunications Systems (UMTS), including High Speed Download Packet Access (HSDPA) and, High Speed Uplink Packet Access (HSUPA) and High Speed Packet Access Plus (HSPA+); and
 
  CDMA Time Division Duplex (TDD), of which there are currently two versions, Time Division Duplex CDMADuplex-CDMA (TD-CDMA) and Time Division Synchronous-CDMA (TD-SCDMA).

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     CDMA2000 and WCDMA are deployed today in commercial mobile phonewireless networks throughout the world. In addition to increasing voice capacity, these 3G CDMA technologies enable greater data capacity at higher data rates. The CDMA2000 family includes CDMA2000 1X, EV-DO Release 0, Revision A and Revision B. EV-DO technologies and future enhancements will allow wireless network operators (also known as wireless operators) to introduce Voice over Internet Protocol (VoIP), multi-megabit-per-second data speeds, multimedia and broadcast capabilities in the coming years.
     The WCDMA family includes HSDPA, part of 3rd Generation Partnership Project (3GPP) Release 5, HSUPA, part of 3GPP Release 6, as well as HSPA+, part of 3GPP Release 7. We expect enhancements in future revisions of the 3GPP specifications will further increase performance capacity and data speeds. We expect many WCDMA operators to upgrade their networks to HSUPA and also HSPA+. There are plans to deploy another 3G technology, TD-SCDMA, in China. CDMA2000 is commercially available in China, and it is anticipated that WCDMA will be commercially launched as well.
     In the future, we expect a broader range of airlinks will be utilized depending on the spectrum availability and applications offered by each wireless operator. Wireless operators are considering deploying technology based on Orthogonal Frequency Division Multiplexing Access (OFDMA) to complement their existing 3G networks to provide additional bandwidth for data communications. 3GPP is specifying an OFDMA system called Long Term Evolution (LTE), and 3rd Generation Partnership Project 2 (3GPP2) has developed the UMB (Ultra Mobile Broadband) standard. OFDMA technologies being standardized in the 3GPP and 3GPP2 standards bodies will support high data rates in up to 20 megahertz (MHz) channels. Other OFDMA standards, specified by the Institute of Electrical and Electronics Engineers (IEEE), include 802.16 (WiMax) and 802.20. We have been actively pursuing research and development of commercial OFDMA-based wireless communication technologies and have cumulatively filed or acquired over 1,700 United States and 8,100 foreign patent applications related to these technologies. We believe that each of these standards incorporates our patented technologies. Thus far, we have signed eight companies to royalty-bearing licenses under our patent portfolio for use in single-mode OFDMA products (i.e. OFDMA products that do not implement CDMA-based standards). Multimode products, that implement both OFDMA and CDMA technologies, will in most cases be licensed under our existing CDMA license agreements.
     Our revenuesRevenues.We generate revenues by licensing portions of our CDMA intellectual property to other manufacturers of CDMAwireless products (such as wireless phones and other devices and the hardwareinfrastructure required to establish and operate a CDMA wireless network). Revenues are generated throughWe receive licensing fees and royalties on CDMA-based products sold by our licensees.licensees that incorporate our patented technologies. We also sell and license products and services, which include the following, all of which are described in greater detail below:include:
  CDMA-based integrated circuits (also known as chips)chips or chipsets) and the relatedRadio Frequency (RF) and Power Management (PM) chips and system software used in wireless phonesmobile devices (also known as subscriber units, which include handsets and handsets)modem cards) and in wireless networks;
 
  Radio FrequencyEquipment, software and Power Management chips used in wireless phones and sold in conjunction with our CDMA-based integrated circuits;
Messaging and other services and related equipment and software used by companies, including those in the transportation industry, and other companiesgovernments to communicatewirelessly connect with their assets, products and track their equipment fleets;workforce;
 
  Software products and services related to BREW (which stands for Binary(Binary Runtime Environment for Wireless), a package of products that enable software developers to create applications, or programs, and wireless operators to deliver content forto mobile phones. BREW offers software products and servicesdevices;
Services to increasewireless operators delivering multimedia content, including live television, in the functionality and appeal of wireless devices, including uiOne for customized user interfaces for mobile phones, porting tools and technical assistance for device manufacturers, and the deliveryOne suite of products which includes the Content Delivery System, the BREW Delivery System (BDS), and the uiOne Delivery System; andUnited States;
 
  Software and hardware development services;
Network products based on OFDMA technology to wireless device service providers; and
Software products and services that enable financial institutions and wireless operators to offer mobile commerce services.
     We make strategic investments to promote the development of new CDMA products as well as the adoption of CDMA technology by more mobile phone service providers. We also provide products and services to service providers and other customers of Globalstar LLC, a company that operates a worldwide, low-Earth-orbit satellite-based telecommunications system.
Our engineering resources.Engineering Resources.We have significant engineering resources, including engineers with substantial expertise in CDMA, OFDMA and a broad range of other technologies. Using these engineering resources, we expect to continue to develop new versions of CDMA, OFDMA and newother technologies, that use CDMA, develop alternative technologies for certain specialized applications (including multicast), participate in the formulation of new wireless telecommunications standards and technologies and assist in deploying wireless voice and data communications networks around the world.

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     Our integrated circuits business.Integrated Circuits Business.We develop and supply CDMA-based integrated circuits and system software for use in wireless voice and data communications, multimedia functions and global positioning.positioning system products. We also design and create multimode and multiband integrated circuits incorporating other wireless standards for roaming in global roaming markets. Our 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 wireless integrated circuits for wireless devices include the baseband Mobile Station Modem (MSM), Radio Frequency (RF)RF and Power Management (PM)PM devices, as well as the system software embedded within ourwhich enables the other device components to interface with the integrated circuit products and is the foundation software enabling device manufacturers to controldevelop handsets utilizing the phone andfunctionality within the integrated circuit functionality. Our wireless phonecircuits. 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 PM.power management. Our infrastructure equipment Cell Site Modem (CSM) integrated circuits provideand system software perform the core baseband CDMA modem functionality in the wireless operator’s equipment.base station equipment providing wireless standards-compliant processing of voice and data signals to and from wireless devices. Because of our broad and unique experience in designing and developing CDMA-based products, we not only design the baseband integrated circuit, but the supporting system as well, including the RF devices, PM devices and accompanying software products. This approach enables us to

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optimize the performance of the wireless phone itselfdevice with improved product features, as well as the integration and performance of the network system. Our design of the system also allows CDMA systems and devices manufactured by our customers to come to market faster. We provide our integrated circuits and related system software, including reference designs and tools, to many of the world’s leading wireless phonedevice and infrastructure equipment manufacturers. We plan to add additional features and capabilities to our future integrated circuit products to help our customers reduce the costs and size of their products and to simplify our customers’ design processes. We also design and create multimode and multiband integrated circuits incorporating other wireless standards for global roaming markets. In addition, we will continue to provide high quality support to enable our customers to reduce the time required to design their products and bring their products to market faster. We plan to add additional features and capabilities to our integrated circuit products to help our customers reduce the costs and size of their products, to simplify our customers’ design processes and to enable more wireless devices and services.
     Our asset trackingWireless Device Software and messaging business.We design, manufacture and sell equipment and provide satellite and terrestrial-based two-way data messaging and position reporting services to transportation companies, private fleets, construction equipment fleets and other enterprise companies throughout parts of the world. These products permit our customers to track the location of their vehicles or other assets and to communicate with them en route. These products and services use commercially available satellite and wireless terrestrial-based networks to permit this communication. Our customers use these products to communicate with drivers, monitor vehicle location and performance and provide automated driver logs, fuel tax reporting, security and enhanced customer services. Our products, which collect and transmit this data, are also integrated with our customers’ operations software, such as dispatch, payroll and accounting, so our customers can better manage their information and operations. Using our asset tracking and messaging infrastructure, we also provide a managed wireless data service, QConnect, to other service providers. For example, we provide the QConnect service to CardioNet, a provider of outpatient cardiac telemetry technology services, where we manage the wireless data service connectivity between CardioNet mobile monitoring devices and the CardioNet Monitoring Center.
Our phone software and related services business.Related Services Business.We provide our BREW (Binary Runtime Environment for Wireless) products and services to wireless network operators, handset manufacturers and application developers. We support the development and delivery of over-the-air and pre-loaded wireless applications and services. We provide BREW to wireless network operators, device manufacturers and software developers. The BREW products and services include the BREW software development kit (SDK) for developers and the BREW applications platform (i.e. software programs) and interface tools for device manufacturers, the uiOne customized user interface product and services, and the deliveryOne Content Distribution System that enables wireless network operators to distribute content and applications to the market, and coordinate the billing and payment process.manufacturers. The BREW platform is a software application that provides an open, standard platform for wireless devices, which means that BREW can be made to interface with many software applications, including those developed by others. We make the BREW SDK available, free of charge, to any qualified person or company interested in developing a new software application for wireless communications. BREW leverages the capabilities available in integrated circuits and system software, enabling our customers to develop feature-rich applications and content while reducing memory and maximizingenhancing system performance of the wireless phonedevice itself. The BREW Mobile Platform extends the widely deployed BREW applications platform’s services and interfaces and incorporates Adobe Flash technology. BREW Mobile Platform provides enhanced capabilities, multimedia and content support, access to device databases, connectivity support and touchscreen user interface development. In addition to CDMA2000, BREW can be used on wireless phones and other devices that support other wireless technologies, such as GSM, General Packet Radio System (GPRS), Enhanced Data Rates for GSM Evolution (EDGE) and WCDMA. We also provide QChat, which enables push-to-chatvirtually instantaneous push-to-talk functionality on CDMA-based wireless devices, and QPoint, which enables wireless operators to offer enhanced 911 (E911)(E-911) wireless emergency and other location-based applications and services.services and BrandXtend, which enables customers to manage, promote and deliver customer-branded content to wireless devices. In addition, we expect to provide Plaza, which enables wireless operators to increase the use of the Internet from mobile devices through the use of applications called widgets, during fiscal 2009.
     Subscriber growthOur Asset Tracking and Services Business..In June 2005, EMC World Cellular Information Service (EMC), a researcherWe design, manufacture and publishersell equipment, license software and provide services to our customers to enable them to connect wirelessly with their assets, products and workforce. We offer satellite- and terrestrial-based two-way wireless connectivity and position location services to transportation and logistics fleets, construction contractors, original equipment manufacturers and other enterprise companies to enable our customers to track the location and monitor the performance of wireless industry market intelligence, forecast that there will be 2.2 billion mobile phone users, also referred to as subscribers, bytheir assets, and the endworkflow of this calendar year and that the figure will grow to nearly 3.2 billion globally by the end of 2010. In April 2005, In-Stat/MDR, a provider of research, assessments and market forecasts of semiconductor and advanced communications equipment and services, published a report estimating that CDMA2000 and WCDMA will capture the largest market share in terms of number of subscribers by 2009.their personnel.
     The CDMA Development Group (CDG) is an international consortium of companies that joined together to lead the adoption and evolution of CDMA wireless systems around the world. CDG reports subscriber information which includes 2G cdmaOne and 3G CDMA2000. According to the CDG, wireless networksOur MediaFLO Business.Our subsidiary, MediaFLO USA, Inc. (MediaFLO USA), began offering its service over our nationwide multicast network based on both cdmaOneour MediaFLO Media Distribution System (MDS) and CDMA2000 have been commercially deployed in 73 countries around the world. As reported by CDG, worldwide CDMA subscribers grew by 27% during the year ended June 2005, to more than 270 million, including nearly 186 million 3G CDMA2000 subscribers and approximately 84 million 2G cdmaOne subscribers.
     CDMA is the leading mobile phoneForward Link Only (FLO) technology in North America with market sharethe second quarter of 47% at June 2005 accordingfiscal 2007. 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 network and service on wireless devices will continue to the CDG. As reportedbe determined by the CDG, the North America CDMA market has more than 100 million subscribers at June 2005, representing annual growth of 17%. In the Asian Pacific market, the largest and fastest-growing region for CDMA, CDMAour wireless operator partners.

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MediaFLO USA’s 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.
     MediaFLO USA continues to expand the availability of its commercial service. The initial phase of its network launch included several major markets. Verizon Wireless began offering the MediaFLO service in fiscal 2007, and AT&T Inc. began offering the service in fiscal 2008. In addition, MediaFLO USA is actively engaged in discussions with other domestic wireless operators added more than 27 million subscribers duringon how they might utilize the year ended June 2005, bringingMediaFLO USA service.
     Our MediaFLO Technologies division is marketing MediaFLO for deployment outside of the total numberUnited States. Global market awareness of CDMA subscribersMediaFLO technology has been increasing through our successful trials with British Sky Broadcasting (BSkyB) in this regionthe United Kingdom, China Network Systems (CNS) in Taiwan, together with Taiwan Television Enterprise Ltd. (TTV) in Taiwan, PCCW Limited in Hong Kong and Maxis Communications Berhad and ASTRO ALL ASIA NETWORKS Plc, in Malaysia. In addition, we are pursuing numerous other international opportunities to over 116 million, an increasemarket and deploy MediaFLO. We continue to maintain a joint venture with KDDI Corporation to explore the deployment of 31% overMediaFLO service in Japan. FLO technology is now established as a global open standard with the prior year. In January 2002, China Unicom launched its nationwide CDMA network, and aspublication of September 2005, China Unicom announced that it had nearly 32 million CDMA subscribers. In Latin America and the Caribbean, the number of CDMA subscribers grew by 41% during the year ended June 2005, reaching more than 49 million through 41 CDMA operators.five new Telecommunications Industry Association (TIA) specifications.
     Next generation technologies.Our Mobile Banking Business.The primary 3G standards commonly referredWe provide a single, secure, certified application embedded on select wireless devices, which enables financial institutions and merchants to throughoutdeliver branded services to consumers through the wireless industry are CDMA2000, WCDMA, and TDD which includes TD-CDMA and TD-SCDMA. CDMA2000 was first deployed commercially in October 2000 in South Korea. The first commercial deployment of WCDMA was in Japan in October 2001. Another 3G technology, TD-SCDMA, is being considered for launch in China. Within the CDMA2000 family, the higher speed CDMA2000 lxEV-DO was first deployed commercially in January 2002 in South Korea and has been commercially deployed by 19 operators worldwide as of August 2005. CDMA2000 lxEV-DO continues to evolve with CDMA2000 lxEV-DO Revision A and future enhancements, which will allowdevices. Our application enables wireless operators to introduce voice over Internet protocol, multi-megabit-per-second speeds, multimediadeliver consumer-convenient, mass-market applications to subscribers, and broadcast capabilities in the coming years.
     Accordingwireless device users to data from a large portion of operators around the world through September 2005:
3G subscribers to wireless operators’ services grew to at least 213 million worldwide;
There are at least 159 commercial 3G operators;
South Korea has over 35 million CDMA2000 subscribers;
There are at least 15 million lxEV-DO subscribers, including over 11 million in South Korea; and
In the United States, there are 17 operators that have commercially deployed CDMA2000 1X, making CDMA2000 IX the first 3G technology to be commercially available in North America.
     As of September 2005, nearly 700 different models of CDMA2000 handsets are being sold across all markets, according to public reports made available at www.cdg.org. Based on data from a large portion of operators around the world, there are at least 35 million WCDMA subscribers as of September 2005, including nearly 19 million in Japanaccess and add multiple financial relationships with the remainder primarily located in Europe. The WCDMA family includes HSDPA, which is in trial phase, HSUPA and other future enhancements with increasing capability and data speeds.one password.
     Further investments.Investments in New and Existing Products, Services and Technologies.We continue to invest heavily in research and development in a variety of ways, in an effort to grow our earnings and extend the market for our products and services.
     We continue to develop and commercialize third generation3G CDMA-based technologies, such as CDMA2000 1X, 1xEV-DO, Scalable Bandwidth EV-DO Revision A, EV-DO Revision B, WCDMA, HSDPA (3GPP Release 5), HSUPA (3GPP Release 6), HSPA+ (3GPP Releases 7 and HSUPA.8) and other future standards. These technologies support more efficient voice communications, broadband access to the Internet, multimedia services, VoIP and other delay sensitive applications (including voice over Internet protocol, video telephony, push-to-talk and multiplayer gaming) and other revenue-generating services, in turn accelerating the growth of CDMA. At the same time, we are working to fulfill the growing demand for affordable, voice-centric CDMA phoneswireless devices within the emerging entry-level market through various efforts including the introduction of Single Chip (SC) solutions, streamlined test and certification processes and the aggregation of device procurements. With regardsregard to our EV-DO1xEV-DO technology, we have improved its value, performance and economics throughwith EV-DO Revision A, which provides a number of enhancements, including greater spectral efficiency, faster reverse-link data rates, lower latency and optimized quality of service. EV-DO Revision B enables CDMA operators to utilize a software upgrade to allow multiple RF channels to transmit to a single device and hence significantly increase the integrationuser data rates (e.g. three times in a 5 MHz bandwidth) and reduce latency for bursty applications. 3GPP standards are also evolving beyond current HSDPA and HSUPA to offer HSPA+ that will enable much higher broadband data rates and higher capacity voice services. We continue to play a significant role in the development of several enhancements, and several leading manufacturerscontributions to the 3GPP standards for HSPA+ and are planningdeveloping chipset products to sell laptop PCs with embedded EV-DO by the end of 2005.help bring these technologies to market.
     We also continue to develop and commercialize multimode, multiband and multinetwork products that embody technologies such as GSM, GPRS, EDGE, Bluetooth, Wireless Fidelity (Wi-Fi),Wi-Fi, Universal Serial Bus (USB), Forward Link Only (FLO),FLO, Orthogonal Frequency Division Multiplexing (OFDM), Global System for Mobile Communications-Mobile Application PortPart (GSM-MAP), Interim StandardAmerican National Standards Institute 41 (IS-41)(ANSI-41) and Internet Protocol-based (IP-based) core networks. We continue to support multiple mobile client software environments in our multimedia and convergence chipsets, such as BREW, Java, Windows Mobile, PalmOSPalm OS, Linux and Linux.Android.
     We continue to develop on our own, and with our partners, new innovations that are integrated into our product portfolio to further expand the market and enhance the value of our products and services. These products and features include BREW, uiOne, deliveryOne, OmniOne, gpsOne, QChat, Qtunes, QConcert, Qtv, Q3Dimension, Qcamera, Qcamcorder, QVideophone, Secure MSM, compact media extension (CMX), mobile display digital interface (MDDI), next-generation voice codec (4GV), Platinum Multicasting and MediaFLO. At the same time, we are very active within several standardsmany industry bodies, such as 3rdincluding 3GPP, 3GPP2, IEEE, Next Generation Partnership Project (3GPP), 3rd Generation Partnership Project 2 (3GPP2), Institute for Electrical and Electronic Engineers (IEEE)Mobile Networks (NGMN) and Open Mobile Alliance (OMA), to ensureencourage the (1) universal implementation of these innovations are (1) universally implemented to support economies of scale and (2) interoperableinteroperability of these innovations with existing and future mobile communication services to preserve ongoing investments.

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     In particular, we continue to contribute to the 3GPP and 3GPP2 standards to enable the next level of mobile broadband data services, based on OFDMA technologies. 3GPP is introducing an OFDMA-based air interface through the LTE standard to deliver higher mobile broadband data rates using channel bandwidths up to 20 MHz. Using 20 MHz of bandwidth, LTE is targeted to support data rates up to 143 megabits per second (Mbps) on the downlink and 75 Mbps on the uplink with two base station antennas and two handset antennas. Using the same bandwidths with four antennas at both the base station and the device, LTE is targeted to support downlink peak data rates of up to 278 Mbps. Data rates will be less with lower bandwidths. In April 2007, 3GPP2 published the first version of UMB, an OFDMA-based specification. UMB is a broadband air interface using primarily OFDMA, but also incorporating CDMA. We expect the performance for UMB and LTE to be similar for a given configuration of spectrum and antennas. These standards also enable end-to-end Internet Protocol (IP) transport using an advanced IP Multimedia Subsystem (IMS) platform to deliver voice (VoIP), multimedia and other broadband data services cost effectively.
     LTE and UMB have been proposed to be part of the International Mobile Telecommunications Union-2000 (IMT-2000) specification as part of the normal update process. Multiple wireless operators, including Verizon and Vodafone, have communicated their commitment to LTE as their next generation technology path.
     The TDD version of WiMax was accepted as the sixth air interface in the IMT-2000 family using the name OFDMA TDD WMAN (Wireless Metropolitan Area Network). Initial systems utilizing the 802.16e WiMax standard were commercially launched in 2008. These systems are targeted at TDD spectrum and higher frequency bands (e.g. 2.5 and 3.5 gigahertz (GHz)). Similarly, WiBRO, a variant of WiMax, has been deployed in South Korea at 2.3 GHz with limited commercial success. Since the WiMax family of standards has evolved from a wire line legacy, we believe that, in the near future, the efficiency and mobility likely will not be as robust as those technologies that were designed from the ground up for mobile broadband (i.e. LTE and UMB). For example, the two South Korean WiBRO carriers, KTF and SK Telecom, have recently announced that WiBRO will not be extended to carry voice traffic and will be limited to data traffic only due to technical limitations and business considerations. Furthermore, the 3G economies of scale greatly improve the availability and cost structure of 3GPP and 3GPP2 evolved technologies. The OFDMA family of standards is expected to be complementary with 3G services, and we expect to provide multimode chipsets capable of operating across multiple CDMA- and OFDMA-based technology deployment scenarios.
     These innovations are expected to enable our customers to improve the performance or value of their existing services, offer these services more affordably and introduce new revenue-generating broadband data services well ahead of their competition. CDMA network service providers also benefitOur patented technologies, resulting from our strong investment in fundamental system research and development, have been and are expected to continue to play a significant role in each of these innovations through increased numbers of subscribers, handset replacements and increased annual revenues per user.future standards.

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     Wireless Local Area Networks (WLAN), such as Wi-Fi, are complementary to Wide Area Networks (WAN), such as CDMA2000 and WCDMA. TheyCDMA2000 and WCDMA both provide affordable high-speed wireless access to the Internet.Internet today. The limited coverage offered by Wi-Fi is well suited for private networks (e.g., enterprises, campuses and homes) and certain public “hot spots” (e.g., airports, conference halls and coffee shops) where data usage is expected to be high in a limited portable and stationary environment; whereas,environment. 3G CDMA networks, on the other hand, are ideally suited for geographically diverse voice and data coverage (e.g., cities, highways and neighborhoods) and in environments where public access to the Wi-Fi network is blocked due to a firewall (e.g., a client’s enterprise). We may incorporate this OFDM-based standardWLAN technology into our future multimode 3G CDMA chipsets as we continue to identify and integrate other complementary wireless technologies into our chipsets.
     We are also developing our MediaFLO Media Distribution System (MDS)MDS and OFDM-based FLO technology to optimize the low cost delivery of multimedia content to multiple wireless subscribers simultaneously, otherwise known as mediacasting.multicasting. As part of the standardization of FLO technology, the FLO Forum (www.floforum.org) was established in fiscalMay 2005. To date, 24 membersmore than 90 companies have joined the FLO Forum, including leaders from acrossForum. In 2005, the mobile content distribution industry. Our subsidiary,TIA established a Committee to develop standards for Terrestrial Mobile Multimedia Multicast. In August 2006, TIA published the Standard Forward Link Only Air Interface Specification based upon the FLO Forum’s submissions, thus standardizing the lower layers of the FLO air interface. The TIA has published a total of eight standards relating to the MediaFLO USA, Inc. (MediaFLO USA), plansMDS technology and several other standards are currently in development.
     We continue to deploy and operate a nationwide mediacast networkdevelop our interferometric modulator (IMOD) display technology based on our FLO technology. MediaFLO USA will use nationwide 700 MHz spectrum for which we hold licensesa micro-electro-mechanical-systems (MEMS) structure combined with thin film optics, and early-stage IMOD displays have been incorporated in a limited number of commercial devices. IMOD display technologies may be included in the full range of consumer-targeted mobile products and is expected to deliver high-quality videoprovide performance, power consumption and audio programmingcost benefits as compared to wireless subscribers. Additionally, MediaFLO USA plans to procure and distribute content which we will make available wholesale to our wireless operator customers. The MediaFLO USA network will require access to third generation networks (CDMA or WCDMA) operated by our wireless operator customers for activities such as subscription management.current display technologies.

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     We believe that the service provided by MediaFLO USA will serve to complement many of the wireless operators’ third generation network offerings.
     Consistent with our strategic approach over the past fifteen years, we intend to continue our active support of CDMA-based technologies, products and network operations to grow our royalty revenues and integrated circuit and software revenues. We also plan to continue to broadly grant royalty-bearing licenses to our patented technologies and software applications under fair and reasonable terms and conditions that are free from unfair discrimination. From time to time, we may also make acquisitions to meet certain technology needs, to obtain development resources or to pursue new business opportunities. For example, in October 2004, we completed the acquisitions of Iridigm Display Corporation (Iridigm), a display technology company, and Trigenix Limited (Trigenix), a mobile user interface company. Iridigm’s display technology, known as iMoD, enables high-resolution on mobile devices, while providing lower power consumption and other benefits. Our acquisition of Trigenix complements our BREW product offerings by enhancing the capabilities of our BREW uiOne user interface and providing other benefits. In August 2005, we completed the acquisition of ELATA, Ltd. (ELATA), a developer of mobile content delivery and device management software systems, which systems we have integrated into our “deliveryOne” family of BREW product offerings. In August 2005, we announced our intention to acquire Flarion Technologies, Inc. (Flarion), a developer of Orthogonal Frequency Division Multiplexing Access (OFDMA) technology. This acquisition is anticipated to close in the first half of fiscal 2006, pending regulatory approval and other customary closing conditions. Our acquisition of Flarion is intended to broaden our ability to effectively support operators who may prefer an OFDMA or a hybrid OFDM/CDMA/WCDMA network alternative for differentiating their services. The addition of Flarion’s intellectual property and engineering resources will also supplement the resources that we have already dedicated over the years towards the development of OFDM/OFDMA technologies.
     We plan to continue to make strategic investments in operators (also known as wireless phone operators, wireless network operators, wireless service providers or wireless operators), licensed device manufacturers and start-upearly-stage companies that we believe open new markets for our technology, support the design and introduction of new products and services and/or possess unique capabilities or technology. 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. To the extent that such investments become liquid and meet our strategic objectives, we intend to make regular periodic sales of our interests in these investments that are recognized in investment income (expense). In some cases, we make strategic investments in early stage companies, which require us to consolidate or record our equity in losses of those companies. These losses will adversely affect our financial results until we exit from or reduce our exposure to these investments. We also provide financing to CDMA operators to facilitate the marketing and sale of CDMA equipment by licensed manufacturers. In fiscal 2004, we sold our controlling interests in two CDMA operators in Brazil (the Vésper Operating Companies). We plan to continue to reduce the level of investment in wireless operators, other than investments in our MediaFLO USA subsidiary, from the levels of fiscal 2003 and before.

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     Giving Back.Corporate Responsibility.At QUALCOMM,Qualcomm, we are not only committedrealize we have a significant role to being good corporate citizens, but also good neighbors in theplay as we strive to better both our local and global communities we call home. We contribute collectively as a corporation,through ethical business practices, socially empowering technology applications, educational and we participate in ways that touch people’s lives on a personal level. We encourage our employees to give their timeenvironmental programs and considerable talents to the community,employee diversity and their significant volunteer efforts are evident in, for example, schools, the arts, feeding the homeless and serving on the advisory boards of not-for-profit organizations. We make donations to community causes, with a focus on programs that promote education, health and human services, and culture and the arts. Our charitable giving programs include our active and ongoing employee matching grant program, which matches a certain level of donations made by employees to qualifying organizations, and educational giving, such as engineering partnerships with universities intended to make a sustainable difference in educational systems in the various regions in which we do business. Our charitable giving and volunteer programs are based on respect for community organizations, cooperative leadership development and philanthropic creativity.volunteerism.
Community Involvement.We are dedicated to developing and strengthening communities worldwide and believe that involvement with community organizations is an important avenue for our employees to develop as professionals and as citizens.
Diversity.We strongly believe in fostering an inclusive work environment globally and are committed to advancing opportunities for women and minorities and encouraging diversity through the workforce.
Environmental Health and Safety.We take a proactive approach to programs and techniques that contribute to a better environment for our local communities as well as our employees.
Corporate Sustainability.We are committed to energy efficiency, renewable energy and sustainable best practices to reduce our carbon footprint.
Wireless Reach.We believe access to advanced wireless voice and data services improves people’s lives. Qualcomm’s Wireless Reach initiative supports programs and solutions that bring the benefits of connectivity to developing communities globally. By working with partners, Wireless Reach projects create new ways for people to communicate, learn, access health care and reach global markets.
Wireless Telecommunications Industry OverviewMarket
     The International Telecommunications Union (ITU) is a telecommunication standards setting organization that is recognized as an impartial, international organization within which governments and the private sector work together to advance the development of international standards for communications technology. The ITU’s standardization activities foster the growth of new technologies, such as mobile telephony, mobile broadcast and mobile Internet, as well as the emerging global information infrastructure which handles a mix of voice, data and multimedia signals. The ITU develops internationally-agreed upon technical and operating standards to foster seamless interconnection of the world’s communication networks and their subsystems. As the world of telecommunications, information technology and media content distribution rapidly converge, the role of the ITU is to forge new recommendations that promote the interoperability of equipment and facilitate the development of advanced communication networks. The ITU identifies sound technical recommendations and develops them into internationally recognized ITU standards.
     The Telecommunications Industry Association (TIA) is a U.S.-based non-profit trade association serving the telecommunications technology industry. The TIA provides a forum for its member companies, which manufacture or supply the products and services used in global communications. Through its voluntary standards setting committees, the TIA facilitates the interoperability of new communications networks with the stated objective of working towards a competitive and innovative market environment. The TIA is a major contributor of voluntary industry standards that support global trade and commerce in communications products and systems.
     Standards Development Organizations (SDO), including, among others, TIA and Alliance for Telecommunications Industry Solutions (ATIS) in the United States, European Telecommunications Standards Institute (ETSI), Telecommunications Technology Association (TTA) in Korea, Association of Radio Industries and Businesses (ARIB) in Japan, China Communications Standards Association (CCSA), and the Institute for Electrical and Electronic Engineers (IEEE), are non-profit voluntary standards, trade and professional associations that serve the telecommunications technology industry. Through their worldwide activities, these organizations work in conjunction with the ITU, to develop common specifications to facilitate global business development opportunities. They each provide a market-focused forum for their member companies, which manufacture or supply products and services used in global communications. They also facilitate the interoperability of new communications networks with a stated objective of working towards a competitive and innovative market environment. Each organization contributes voluntary industry standards that support global trade and commerce in communications products and systems.
     None of these organizations have the enforcement authority or the ability to protect intellectual property rights. Today, these organizations generally ask participating companies to declare whether they believe they hold patents essential for compliance with a particular standard and, if so, whether they are willing to license such patents on terms and conditions that are fair, reasonable and free from unfair discrimination (and, in some instances, whether the patent holder is willing to license royalty free).
     Usage of mobile phones and other typesUse of wireless telecommunications equipmentdevices has increased dramatically in the past decade. It is estimated that there will be nearly 3.2 billionAccording to forecasts made in June 2008 by Strategy Analytics, the number of worldwide mobile subscribers worldwideis expected to reach approximately 3.9 billion by 2010, based on forecasts made by EMC asthe end of June 2005.2008 and almost 5.6 billion in 2013, including approximately 4.1 billion unique users, equivalent to a penetration rate of 59%. Growth in the market for wireless telecommunications services has traditionally been fueled by demand for voice communications. There have been several factors responsible for the increasing demand for wireless voice services, including:
lower cost of wireless handsets, joined with an increasing selection of appealing mobile devices;

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lower cost of wireless handsets, joined with an increasing selection of appealing mobile devices;
  lower cost of service, including flat-rate and bundled long-distance calling plans;
 
  an increasingly mobile workforce with increased need for wireless voice communications;
a consumer base that desires to be accessible, informed and entertained within a mobile environment;prepaid services, particularly popular in developing countries;
 
  increased coverage, roaming, privacy, reliability and call clarity of voice transmissions;
 
  wireless networks becoming the primary communications infrastructure in developing countries due to the higher costs of and longer time required for installing wireline networks; and
 
  regulatory environments worldwide favoring increased competition in wireless telecommunications.
     In addition to the tremendous demand for wireless voice services, wireless service providers are increasingly focused on providing broadband wireless access to the Internet, as well as multimedia entertainment, messaging, mobile commerce and position location services. These services have been aided by the development and commercialization of 3G wireless networks and 3G handsetsdevices which are capable of supporting higher data rates that incorporate an ever-increasing array of new features and functionality, such as assisted GPS-basedGlobal Positioning System (GPS)-based position location, digital cameras with flash and zoom capabilities, internet browsers, email,e-mail, interactive games, music and video downloads and software download capability (e.g., QUALCOMM’s our BREW platform). In March 2005,October 2008, the Yankee Group, a global market intelligence and advisory firm in the technology and telecommunications industries, estimated that nearly 1.5more than 2.9 billion people will be using mobile data services by 20092012 and the revenue produced from these services will account for 21%24% of total wireless service revenue worldwide. We believe the growing availability of 3G-enabled handsetsdevices capable of performing a wide variety of consumer and enterprise applications will accelerate the demand for many wireless data services on a global basis and thus lead to an increased replacement rate of 2G mobile devices to those3G mobile devices using our technologytechnologies and integrated circuits. Affordable wireless broadband data connectivity is important to the consumer and enterprise, and its demand will continue to drive the evolution of wireless standards.

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     The adoption of wireless standards for mobile communications within individual countries is generally determined by the telecommunication service providers operating in those countries and, in some instances, local government regulations. Such determinations are typically based on economic criteria and the service provider’s evaluation of each technology’s ability to provide the features and functionality required for its business plan. More than a decade and a halftwo decades ago, the European Community developed regulations requiring the use of a telecommunicationthe GSM standard, known as Global System for Mobile Communications, commonly referred to as GSM, a TDMA-based technology. According to EMC,Wireless Intelligence, the use of this second generation2G wireless standard has spread throughout the world and is currently the basis for approximately 73%80% of the digital mobile communications in use. More than one-thirdWith the deployment of WCDMA, a 3G CDMA-based technology, by GSM operators, many of the more than 1.5current 3 billion GSM subscribers are expected to migrateupgrade to third generation CDMA3G wireless services beforein order to enjoy the added features and functionality available with 3G systems, among other things. For instance, a worldwide forecast published by Strategy Analytics in June 2008 indicated that the total number of WCDMA (UMTS) subscribers will grow from 340 million at the end of this decade.2008 to over 2.2 billion by the beginning of 2013.
The Evolution of Wireless StandardsTechnologies
     The significant growth in the use of wireless phonesdevices worldwide and demand for enhanced network functionality requires constant innovation to further improve network reliability, expand capacity and introduce new types of services. To meet these requirements, progressive generations of wireless telecommunications technology standards have evolved.
     First Generation.The first generation of wireless telecommunications, widely deployed by the late 1980s in most of the developed world, was based on analog technology. While this generation helped introduce the adoption of cellular wireless telecommunications by some business and consumer users, the technology was characterized by inherent capacity limitations, minimal or no data transfer capabilities, lack of privacy, inconsistent service levels and significant power consumption.
Second Generation.As the deployment of mobile phoneCompared to first generation analog systems, grew, the limitations of analog technology drove the development of second generation, digital-based technologies. Second generation2G digital technology provided for significantly enhanced efficiency within a fixed spectrum as well asresulting in greatly increased voice capacity compared to analog systems. Second generationcapacity. 2G technologies also enabled numerous enhanced services, including paging, e-mail, facsimile, connections to computer networks, greater privacy, lower prices, a greater number of service options and greater fraud protection. However, data services (email,(e-mail, fax, computer connections) were generally limited to low speed transmission rates. The main second-generation2G digital cellular technologies are CDMA, called cdmaOne or IS-95A/B, a technology we developed and patented, North American TDMA, PDC (Personal Digital Cellular—Cellular, a variant of North American TDMA), and GSM, also a form of TDMA.

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     Some At this time, sales of the advantages of CDMA technology over both analog andNorth American TDMA and GSM-based technologies include increased network capacity, network flexibility, compatibilityPDC phones have been discontinued with Internet protocols, higher capacity for data and faster accesssubscribers being moved to data (Internet), higher data throughput rates and easier transitionGSM or 3G technologies. Many wireless operators have plans to 3G networks. GSM hasshut down usage of these 2G systems. Similarly, analog systems have been shut down in many places. In the benefits of roaming dueUnited States, the Federal Communications Commission (FCC) began permitting wireless operators to its wider worldwide deployment, and, forshut down the near term, lower priced low-end handsets.
     Many GSM operators are deploying 2.5G mobile packet data technologies, such as GPRS and EDGE (Enhanced Data Rates for GSM Evolution)analog system in areas serviced by GSM, as a bridging technology, while they wait for 3G WCDMA devices to become more readily available and affordable and can justify the expense of upgrading their GSM system to provide WCDMA service. We do not believe that GPRS and EDGE effectively compete with 3G CDMA-based packet data services, either on a cost/bit transmitted or performance basis.2008.
     Third Generation.As a result of demand for wireless networks that simultaneously carry both high speed data and voice traffic, several 3G wirelessthe International Telecommunications Union (ITU), a standards were proposed to the ITU by a variety of SDOs. These proposals included both CDMA- and TDMA-based technologies. A technology standard selected for 3G must efficiently support significantly increased data speeds and increased voice and data capacity, thereby enabling new and enhanced services and applications such as mobile e-commerce, position location and mobile multimedia web browsing, including music and video downloads.
CDMA-Based 3G Technology.In May 2000, the ITUsetting organization, adopted the 3G standard known as IMT-2000, which encompasses fivesix terrestrial operating radio interfaces, three of them based on our CDMA intellectual property. One other is OFDMA-based, and the other two are TDMA-based.
     Some of the advantages of 3G CDMA technology over both analog and TDMA- and GSM-based technologies include increased network capacity, network flexibility, compatibility with internet protocols, higher capacity for data and faster access to data (Internet) and higher data throughput rates. GSM has the benefits of more widespread roaming availability due to its wider worldwide deployment. Handset selling price was once considered an advantage of GSM, however, low-priced CDMA2000 handsets of $20 or less (wholesale sales price) are available today, further enabling wireless CDMA growth in developing regions.
     The three IMT-2000 CDMA radio interfaces are:
(1)CDMA Multicarrier (MC). This is also called MC-CDMA and CDMA2000. It includes CDMA2000 1X, CDMA2000 3X, 1xEV-DO, and 1xEV-DV;
(2)CDMA Direct Spread (DS). This is also called WCDMA (Wideband CDMA) and UTRA-FDD (Universal Terrestrial Radio-Access Frequency Division Duplex).
(3)CDMA TDD. There are two versions of CDMA TDD: TD-CDMA, also known as UTRA-TDD (Time Division Duplex), and TD-SCDMA. Effectively TD-CDMA and TD-SCDMA are different radio interfaces, but are classified as one by the ITU.
     There are two IMT-2000 radio interfaces that are not based upon CDMA:
(4)TDMA Single Carrier. This is also called Universal Wireless Communication-136 (UWC-136). The main parts are based upon the TIA/EIA-136 standard for TDMA and EDGE.
(5)FDMA/TDMA. This is also called Digital Enhanced Cordless Telephone (DECT).
     The two current commercial versions of CDMA2000 are: CDMA2000 1X(1X and 1xEV-DO. These versions use a pair of 1.25 megahertz (MHz) channels to1xEV-DO) provide both voice and high-speed wireless data communications. CDMA2000 1X/1xEV-DO utilizes the same standard channel bandwidth as existing cdmaOne systems and, as a result, is compatible with wireless telecommunications operators’ existing network equipment, making the migration to 3G simple and affordable. We believe CDMA2000 1X provides approximately twice the voice capacity of cdmaOne and six to eight times that of TDMA-based networks. Position location technology, accomplished through a hybrid approach that utilizes signals from both the GPS satellite constellation and CDMACDMA2000 cell sites, enables CDMA systemCDMA2000 network operators to meet the Federal Communications Commission (FCC)FCC mandate requiring wireless operators to implement enhanced 911 (E911)E-911 wireless emergency location services and offer other commercial location basedlocation-based services. In the future, updates of CDMA2000 1X and 1xEV-DO are expected to further increase capacity and performance. Other enhancements, such as multicast services, higher-resolution displays, longerimprovements to extend battery life, push-to-talk services and voice over Internet protocolVoIP are becoming available to improve the user experience and operator profitability. The price differential between low-end third generation3G CDMA2000 handsetsdevices and GSM handsetsdevices is diminishing.
     Commercial deployment of CDMA2000 1X beganGSM operators around the world, including those in October 2000 in South Korea. As of August 2005, 91 operators in 46 countries offer CDMA2000 1X services on a commercial basis to more than 153 million subscribers (not including 1xEV-DO subscribers). Over 50 wireless equipment manufacturers currently offer CDMA2000 handsets or modem cards.

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     Commercial deployment of CDMA2000 1xEV-DO began in January 2002 in South Korea with the introduction of SKT’s high-speed mobile multimediaEuropean Community and broadcast service called “June.” As of September 2005, SKT and KTF reported more than eleven million CDMA2000 1xEV-DO subscribers in Korea accounting for more than 30% of the nation’s total mobile subscriber base. Other prominent carriers such as Verizon Wireless and SprintAT&T in the United States, KDDI in Japan, VIVO in Brazil and Telstra in Australia have deployed 1xEV-DO network equipment in numerous markets and are expanding coverage nationwide. Today, more than 80% of the CDMA market is in various stages of 1xEV-DO deployments and trials. As of August 2005, 19 operators in 13 countries offer CDMA2000 1xEV-DO services on a commercial basis to more than 15 million subscribers. The rapid growth of CDMA2000 1xEV-DO subscribers is expected to continue as more operators begin to offer the service and the cost of providing the wireless broadband service becomes more affordable and attractive through lower cost handsets, additional network enhancements, the embedding of the technology into laptops and increased competition between operators. Recently, three major laptop computer companies, Lenovo, Dell, and HP, have announced laptop products incorporating 1xEV-DO technology.
     The European Community and Cingular, a United States carrier, have focused primarily on the UTRA-FDDUMTS Terrestrial Radio Access-Frequency Division Duplexing (UTRA-FDD) radio interface of the IMT-2000 standard, known as WCDMA (standardized as UMTS), which is based on our underlying CDMA technology and incorporates many of our patented inventions (as are all of the CDMA radio interfaces of the IMT-2000 Standard). The majority of the world’s leading wireless phonedevice and infrastructure manufacturers (more than 60)95) have licensed our technology for use in WCDMA products, enabling them to utilize this WCDMA mode of the 3G technology. This includes

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     A number of GSM operators deployed second and a half generation (2.5G) mobile packet data technologies, such as GPRS and EDGE in areas serviced by GSM, as a bridging technology, while they waited for 3G WCDMA devices to become more readily available and affordable so they can justify the following major wireless equipment suppliers: Agilent, Alcatel, BenQ, Ericsson, Fujitsu, Hitachi, Kyocera, LG Electronics, Lucent, Panasonic, Mitsubishi, Motorola, Pantech & Curitel, NEC, Nokia, Nortel, Novatel Wireless, Samsung, Sanyo, Sharp, Siemens, Sierra Wireless and Toshiba, among others.We expect a significant growthexpense of upgrading their GSM system to provide WCDMA service. In some regions of the world, regulatory restrictions have prevented deploying WCDMA in the lower frequency bands used by GSM, thus requiring more cell sites for WCDMA subscriber base overto provide coverage. As a result, in less dense areas, some wireless operators have not deployed WCDMA. From a technological perspective, we do not believe that GPRS and EDGE effectively compete with 3G CDMA-based packet data services, either on a cost per bit transmitted or performance basis. The European Union permitted IMT-2000 technologies, which include WCDMA, to be deployed in the next five years, mostlylower frequency 900 MHz band. This is called UMTS900. Commercial deployments of UMTS900 began in Japan (led by NTT DoCoMo), Europe, ChinaNovember 2007, and we expect to see further deployments utilizing the United States (led by Cingular); thus, we have allocated a significant amountadvantages of engineering, production and business resources to adequately support this large growth opportunity.UMTS900.
     The three ITU 3G CDMA radio interfaces are all based on the underlying core principles of CDMA technology; however, the CDMA2000 mode enables a direct and more economical conversion for current cdmaOne networks. While the WCDMA wireless air interface does use CDMA technology for communications between the wireless device and the network, the core network has been specifically designed to be compatible with the GSM core network, which is why it is expected that most GSM operators will migrate to WCDMA rather than to CDMA2000.We will continue to develop integrated circuits for CDMA2000 and WCDMA and expect to develop integrated circuits for all 3G versions based on CDMA when commercially worthwhile. In addition, ourOur intellectual property rights include patentsa valuable patent portfolio essential to implementation of each of the 3G CDMA alternative standards and the royalty rate to be paid to us by eachpatents that are useful for commercially successful product implementations. Generally, we have licensed substantially all of our current 3Gpatents to our CDMA subscriber unit licensees for sales of its licensed 3G CDMA (regardless of whether it is CDMA2000, WCDMA, TD-CDMA or TD-SCDMA) subscriber products is no less than the rate that such licensee will pay for its licensed second generation cdmaOne subscriber products.and infrastructure equipment licensees.
     These 3G CDMA versions (CDMA2000, WCDMA, TD-CDMA and TD-SCDMA) from a technological perspective require separate implementations and are not interchangeable. While the fundamental core technologies are derived from CDMA and, in addition to other features and functionality, are covered by our patents, they each require unique infrastructure products, network design and management. However, subscriber roaming amongst systems using different air interfaces is made possible through multimode wireless devices.
Operating Segments
     Consolidated revenues from international customers and licensees as a percentage of total revenues were 82%, 79% and 77%91% in fiscal 2005, 20042008 and 2003, respectively.87% in both fiscal 2007 and 2006. During fiscal 2005, 37%2008, 35%, 21% and 21%14% of our revenue wasrevenues were from customers and licensees based in South Korea, China and Japan, respectively, as compared to 43%31%, 21% and 18%17% during fiscal 2004,2007, respectively, and 45%32%, 17% and 15%21% during fiscal 2003,2006, respectively. Revenues from two customers, LG Electronics and Samsung Electronics Company, constituted a significant portion (each more than 10%) of consolidated revenues in fiscal 2008, 2007 and 2006.
     Risks related to our conducting business with customers and licensees outside of the United States are described in Risk Factors — “We are subject to the risks of our and our licensees conducting business outside of the United States.” Additional information regarding our operating segments is provided in the Notes to our Consolidated Financial statements. See “Notes to Consolidated Financial Statements, Note 10 — Segment Information.”

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QUALCOMMQualcomm CDMA Technologies Segment (QCT).
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. QCT’s integrated circuitscircuit products and system software are used in wireless handsetsdevices, particularly mobile phones, data cards and infrastructure equipment. These products provide customers with advanced wireless technology, enhanced component integration and interoperability and reduced time to market.time-to-market. QCT markets and sells products in the United States through a sales force based in San Diego, California and internationally through a direct sales force based in China, Germany, India, Italy, Japan, South Korea, Taiwan and the United Kingdom. QCT products are sold to many of the world’s leading wireless handset, data card, laptop and infrastructure manufacturers. In fiscal 2005,2008, QCT shipped approximately 151336 million MSM integrated circuits for CDMA wireless devices worldwide. QCT revenues comprised 58%60%, 64%59% and 63%58% of total consolidated revenues in fiscal 2005, 20042008, 2007 and 2003,2006, respectively. Three major customers, LG Electronics, Motorola Inc.
     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 Samsung Electronics Company, constitutefinal test manufacturing processes. Die cut from silicon wafers are the essential components of all of our integrated circuits and a significant portion of QCT’s revenues, such that the loss of any one of these customers could potentially reduce our revenues and harm our ability to achieve or sustain acceptable levels of operating results.
     QCT’stotal integrated circuit products, includingcost. We rely on independent third party suppliers to perform the MSM,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). Our fabless model provides us the flexibility to select suppliers that offer advanced process technologies to manufacture, assemble and test our integrated circuits at a competitive price.

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     IBM, Chartered Semiconductor Manufacturing Ltd., Samsung Electronics Co., Taiwan Semiconductor Manufacturing Company, Ltd. and United Microelectronics Corporation are the primary foundry suppliers for our family of baseband integrated circuits. Chartered Semiconductor Manufacturing Ltd., Freescale Semiconductor, Inc., IBM, Semiconductor Manufacturing International Corporation and Taiwan Semiconductor Manufacturing Company, Ltd. are the primary foundry suppliers for our family of analog, RF and PM devicesintegrated circuits. Advanced Semiconductor Engineering Inc., Amkor Technology Inc. and STATSChipPAC Ltd. are the related software enable phone manufacturers to design very small, feature-rich handsets with longer standbyprimary back-end semiconductor assembly and talk times that support existing cdmaOne and 3G services, and enable data card manufacturers to design modems that insert into laptop computers to facilitate access to the Internet via wireless networks. For wireless infrastructure manufacturers,test (SAT) suppliers under our IFM model.
     QCT offers integrated circuits and system software that provide wireless standards-compliant processing of voice and data signals to and from wireless handsets. In addition to the key components in a wireless system, QCT provides our customers with system reference designs and development tools to assist in customizing features and user interfaces, to integrate our products with components developed by others, and to test interoperability with existing and planned networks. QCT is also closely aligned with manufacturers and operators in product plans, design specifications and development timelines.
     The 1xEV-DO technology is designed to provide reliable, cost-effective and always-on wireless data and Internet access to consumers. It is fully compatible with existing cdmaOne and CDMA2000 1X technologies and has been standardized as part of the CDMA2000 mode of the 3G standard. The 1xEV-DO technology can be embedded in phones, laptop and handheld computers, and other fixed, portable and mobile devices to enable manufacturers to deliver products with access to services that were previously only available through wired connections to the Internet or to enterprise networks. The 1xEV-DO technology also allows operators to leverage their current infrastructure investment and maintain compatibility with existing phone equipment. We designed and developed a complete packagebroad portfolio of products, including both infrastructurewireless device and phoneinfrastructure integrated circuits, in support of CDMA2000 1X, 1xEV-DO as well as the industry-wide movement to standardize, developEV-DO Revision A, EV-DO Revision B and deploy 1xEV-DO technology in CDMA2000 networks.
UMB evolutions of CDMA 2000 technology. Leveraging our expertise in CDMA, we have also developed integrated circuits for manufacturers and wireless operators deploying the WCDMA version of 3G. More than 30 wireless device manufacturers have selected our WCDMA products that support GSM/GPRS, WCDMA, HSDPA and HSDPA,HSUPA for their devices. To support near-term commercial network roll-outs, weWe have also completed interoperability testing with global infrastructure providers representing wireless network operators worldwide using test devices based on ournot commercially sold a CSM integrated circuit products.product for WCDMA base station equipment.
     Our gpsOne position location technology is in more than 300 million gpsOne enabled devices sold worldwide. Compatible with all major air interfaces, our gpsOne technology is the industry’s only fully-integrated wireless baseband and assisted GPS product, and has enabled CDMA system operators to cost-effectively meet the FCC’s E-911 mandate.
     Our MSM integrated circuit products are offered on four distinct platforms (Value, Multimedia, Enhanced Multimedia and Convergence) with varying capabilities in order to address specific market segments and offer products tailored to the needs of users in those various market segments. The Value Platform addresses entry-level markets and enables voice-centric and basic datalow-end data-capable wireless phones.devices. The Value Platform includes our Qualcomm Single Chip (SC)(QSC) product family, the industry’s first single-chip CDMA2000 1X products targeted at lowering overall handset costs and driving the broader adoption of high-speed data services in emerging markets. We expect to ship samples of the SC family of products in the first quarter of fiscal 2006.
The Multimedia and Enhanced Multimedia Platforms are designed to facilitate the rapid adoption of high-speed wireless data applications. Features from the MultimediaThe Convergence Platform enables mobile applications requiring significant processing capabilities and Enhanced Multimedia Platforms include support forwide range of connectivity capabilities. MSM chipsets integrate unique combinations of features – such as multi-megapixel cameras, videotelephony, streaming multimedia, audio, interactive 3D graphics, and advanced position-location capabilities. There are more than 120 commercial devices currently available based on our CDMA2000 Multimedia Platform MSM6500capabilities through integrated gpsOne technology and Enhanced Multimedia Platform MSM6550 integrated circuits. More than 110 WCDMA/HSDPA devices based on Multimedia Platform MSM6250 and Enhanced Multimedia Platform MSM6275 integrated circuits are currently either in design or are commercially available. The MSM6275 was our first high performance HSDPA integrated circuit shipped to customers in the first quarter of fiscal 2005. In the first quarter of fiscal 2006, we shipped samples of our second generation HSDPA integrated circuit, the MSM6280, which supports data speeds of up to 7.2 megabits per secondperipheral connectivity – to enable the deploymenta wide range of advanced data and multimedia services among wireless subscribers worldwide. The MSM6280 integrated circuit also integrates advanced receiver technologies for increased data throughput and network capacity.devices.

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     The Convergence Platform enables portable business, high-fidelity entertainment, interactive 3D gaming and other advanced multimedia, connectivity and position location applications which are easily integratedSnapdragon platform of chipset products is designed to enable the conveniencecomputing-centric devices that also offer a full range of wireless devicesconnectivity capabilities. Based on the Scorpion microprocessor, the Snapdragon platform expands Qualcomm’s reach beyond the traditional wireless market into computing and the next generation ofconsumer electronics markets.
     Multimode Gobi modules are designed to deliver embedded mobile wireless capabilities. In fiscal 2005, we shipped samples of the dual-CPU MSM7500 Convergence Platform single-chip product, which addresses CDMA2000 1X, CDMA2000 1xEV-DO, CDMA2000 1xEV-DO Revision A and GSM/GPRSconnectivity to notebook computers. Supporting numerous air interfaces, and incorporates popular digital electronics functionalities into wireless devices.Gobi modules also feature GPS capabilities to allow notebook manufacturers to more easily offer greater connectivity with their products.
     Our Cell SiteUniversal Broadcast Modem (CSM) integrated circuit products are the primary integrated circuits in a wireless operator’s base station equipment. In fiscal 2005, we shipped samples of the CSM6800, for CDMA2000 1xEV-DO Revision A infrastructure equipment, which provides a seamless migration path to the next evolution of CDMA2000. Revision A enables rich wireless multimedia services such as high-speed transfer of bandwidth-intensive files (including high-quality pictures, video and music) and interactive 3D gaming,supports our FLO technology, as well as multicasting services powered by our FLO technology. The CSM6700 product is compatible with IS-95Digital Video Broadcasting-Handheld (DVB-H) and CDMA2000 1X Revision A standards.
     Our gpsOne position-location technology is in more than 150 million gpsOne-enabled handsets sold worldwide. Enablingone-segment Integrated Services Digital Broadcasting-Terrestrial (ISDB-T), creating a range of more than 200 consumer and enterprise location-based services around the globe, gpsOne supports four modes of operation across a variety of terrains: Hybrid Mobile Station-Assisted GPS (Global Positioning System) enables a location fix whenever a callcommon platform that device manufacturers can be placed; Mobile Station-Assisted GPS provides extreme sensitivity to GPS signals across a broad range of environments; Mobile Station-Based GPS provides repetitive fix capabilities that are ideal for navigation, tracking and games; and Standalone GPS enables positioning in off-network scenarios. Compatible with all major air interfaces, the gpsOne technology is the industry’s only fully-integrated wireless baseband and GPS product, and has enabled CDMA system operators to cost-effectively meet the FCC’s E911 mandate.
     In order to provide optimized system products, we expanded our portfolio of power management integrated circuitsleverage to address all market segments.multiple standards. The PM6620 was announced in fiscal 2005, and is designed to address cost-sensitive markets by being interfaced with MSM products from the Value Platform. The PM6630 and PM6640 were also announced in fiscal 2005, and support the Multimedia Platform of products. All three PM integrated circuits deliver enhanced performance, time-to-market advantages and reduced power demands on wireless handsets when combined with MSM integrated circuits.
     In fiscal 2005, we announced a relationship with Philips Semiconductor, Inc. to provide support for Philips’ wireless local area network (WLAN) module on select MSM integrated circuits. These MSM integrated circuits will offer connectivity to WLAN networks, as well as to existing wireless networks, and will feature compatibility with 802.11b and 802.11g protocols on both CDMA2000 and WCDMA networks.
     In fiscal 2005, we also announced the introduction of the MBD1000 integrated circuit, which supports our FLO technology. Operating in the 700 MHz spectrum with an RBR1000 radio receiver, the MBD1000 will interfaceUniversal Broadcast Modem product interfaces with integrated circuits from the Enhanced Multimedia Platformand Convergence Platforms for both CDMA2000 and WCDMA networks.
     The markets in which our QCT segment operates are intensely competitive. QCT competes worldwide with a number of United States and international semiconductor designers and manufacturers. As a result of the trend toward a larger CDMA wireless market, global expansion by foreign and domestic competitors, technological changes and the potential for further industry consolidation, we anticipate the market to remain very competitive. In addition, in the new markets we have entered or plan on entering, we expect to encounter significant competition. We believe that the principal competitive factors for CDMA integrated circuit providers to our addressed markets are product performance, level of integration, quality, compliance with industry standards, price, time-to-market, system cost, design and engineering capabilities, new product innovation and customer support. The specific bases on which we compete against alternative CDMA integrated circuit providers vary by product platform. We also compete in both single- and dual-mode environments against alternative wireless communications technologies including, but not limited to, GSM/GPRS/EDGE, TDMA, WiMax and analog.

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     QCT’s current competitors include major semiconductor companies such as Freescale, Infineon, Marvell, ST-NXP Wireless, Texas Instruments and VIA Telecom, as well as major telecommunication equipment companies such as Ericsson, Matsushita and Motorola, who design their own integrated circuits and software for certain products. QCT also faces competition from some early-stage companies. Our competitors may devote significantly greater amounts of their financial, technical and other resources to market competitive telecommunications systems or to develop and adopt competitive digital cellular technologies, and those efforts may materially and adversely affect QCT. Moreover, competitors may offer more attractive product pricing or financing terms than we do as a means of gaining access to the wireless telecommunications markets or to new customers.
QUALCOMMQualcomm Technology Licensing Segment (QTL).
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 CDMAcertain wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD and/or the CDMA TDDOFDMA (including WiMax) standards and their derivatives. QTL receives revenuerevenues from 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 netwholesale selling price of licensed products.products, net of certain permissible deductions (e.g. certain shipping costs, packing costs, VAT, etc.) and/or a fixed per unit amount. Revenues generated from royalties are subject to quarterly and annual fluctuations. QTL revenues comprised 32%33%, 27%31% and 26%33% of total consolidated revenues in fiscal 2005, 20042008, 2007 and 2003,2006, respectively.
     As part of our strategy to generate new and ongoing licensing revenues and expand the marketplace, significant resources are allocated to develop leading-edge technology for the telecommunications industry. In addition to licensing manufacturers of subscriber and network equipment, we have made our essential CDMA patents available to competitors of our QCT segment. We have entered into agreements with certain companies, including EoNex Technologies, Fujitsu, Infineon, NEC, Philips, Renesas and Texas Instruments. These agreements permit the manufacture of CDMA-based integrated circuits. In exchange for these rights, we are, in various cases, entitled to receive fees, royalties (determined as a percentage of the selling price of the integrated circuits) and/or royalty-free rights, which allow us to use these companies’ CDMA and, in some cases, non-CDMA intellectual property for specified purposes. In every case, these agreements do not allow such integrated circuit suppliers to pass through rights under Qualcomm’s patents to such suppliers’ customers, and such customers’ sales of CDMA-based wireless subscriber devices into which such suppliers’ integrated circuits are incorporated are subject to the payment of royalties to us in accordance with the customers’ separate licensing arrangements with us.
     We face competition in the development of intellectual property for future generations of digital wireless communications technology and services. On a worldwide basis, we currently compete primarily with the GSM/GPRS/EDGE digital wireless telecommunications technologies. GSM has been utilized extensively in Europe, much of Asia other than Japan and South Korea, and certain other countries. To date, GSM has been more widely adopted than CDMA, however, CDMA technologies have been adopted for all 3G wireless systems. In addition, most GSM operators have deployed GPRS, a packet data technology, as a 2.5G bridge technology, and a number of GSM operators have deployed or are expected to deploy EDGE, while waiting for 3G WCDMA to become more cost effective for their system. A limited number of wireless operators have commercially deployed and other wireless operators have started testing OFDMA technology, a multi-carrier transmission technique not based on CDMA technology, which divides the available spectrum into many carriers, with each carrier being modulated at a low data rate relative to the combined rate for all carriers. We have invested in both the acquisition and the development of OFDMA technology and intellectual property. Thus far, we have signed eight companies to royalty-bearing licenses under our patent portfolio for use in single-mode OFDMA products.
QUALCOMMQualcomm Wireless & Internet Segment (QWI).
QWI revenues comprised 11%7%, 12%9% and 13%10% of total consolidated revenues in fiscal 2005, 20042008, 2007 and 2003,2006, respectively. The threefour divisions aggregated into QWI are:
     QUALCOMMQualcomm Internet Services (QIS).The QIS division provides technology to support and accelerate the growth of the wireless data market. The BREW (Binary Runtime Environment for Wireless) platform is an application execution environment that provides an open platform for wireless devices, which means thatproducts and services facilitate the delivery of data services. QIS offers a comprehensive set of BREW can

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be madeofferings (QPoint and BrandXtend) to interface with many software applications, including those developed by others.meet the distinct needs of companies delivering mobile products and services around the world. The BREW platform is part of a complete package of products for wireless applications development, device configuration, application distribution and billing and payment. In addition, QIS expects to provide Plaza, which enables wireless operators to increase the use of the Internet from mobile devices through the use of applications called widgets, during fiscal 2009. The BREW platform currently leverages the capabilities available in QCT’s integrated circuitsQIS division develops and system software, enabling development of feature-rich applications and content while maximizing memory utilization and system performance. BREWsells business-to-business products and services includeto companies worldwide, through a sales and marketing team headquartered in San Diego, California with offices worldwide. The QIS sales and marketing strategy is to enter into agreements with companies in target markets by providing comprehensive technology and services that combine wireless Internet, data and voice capabilities.

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     In October 2006, we announced an agreement with Sprint for the BREW SDK for developers, the BREW applications platform (i.e. software programs)continued development and interface tools for device manufacturers, the uiOne customized user interfaceuse of our QChat product, and the deliveryOne Content Distribution System that enables wireless network operatorsa next-generation push-to-talk technology designed to deliver applications and content to market while providing settlement ofadvanced walkie-talkie services optimized for EV-DO Revision A wireless networks, as well as interoperability with the billing and payment process. The BREW platform also includes BREW extensions, such as virtual machines, browsers and other interpreters that process executable content, such as JAVA midlets (applications written using the Java language to run on JAVA 2 Micro Edition Virtual Machines within wireless mobile devices), JavaScript (a scripting language used to author instructions from execution on a device), Flash (a technology developed by Macromedia to author Scalable Vector Graphics), XHTML and HTML (“mark up” program languages used to author web-based content). BREW-based services enable consumers to customize their handsets by downloading applications over-the-air from an operator’s application download server.
     KTF, a leading wireless phone operator in South Korea, launched the world’s first commercial BREW-enabled applications service in 2001. KTF’s BREW-enabled wireless data service runs on both CDMA2000 1X and EV-DO high-speed data networks. Numerous other operators have since commercially launched BREW services, including Verizon Wireless, Alltel, US Cellular and Midwest Cellular in the United States, KDDI in Japan, Telstra in Australia, Telefonica in Colombia, VIVO in Brazil, Reliance and Tata in India, and China Unicom in China.
     In January 2002, we announced a multi-year licensing agreement with Nextel forNational Network which uses Integrated Dispatch Enhance Network (iDEN) technology. QChat a technology developed to provide a reliable method of instant connection and two-way communication between users via their mobile phones. Using QChat, users may speak with other users virtually instantaneously at the push of a button. It enables one-to-one (private) and one-to-many (group) calls over 3G CDMA networks. The technology also allows over-the-air upgrades of handsetmobile device software, management of group membership by subscribers and ad-hoc creation of chat groups. ItQChat uses voice-over Internet protocolVoIP technologies, thereby sending voice information in digital form over Internet protocol-basedIP-based data networks (including CDMA) in discrete packets rather than the traditional circuit-switched protocols of the public switched telephone network. In June 2008, Sprint announced the commercial availability of its Nextel Direct Connect service in over 40 markets, based on our QChat technology.
     QUALCOMM Wireless Business Solutions (QWBS).The QWBS division provides satelliteWe have numerous competitors for each of our BREW products and terrestrial-based two-way data messagingservices. These competitors are continuing to develop their products with a focus on client provisioning, user interface, content distribution and position reportingbilling products and services. Competitors are attempting to offer value-added products and services similar, in many cases, to transportation companies, private fleets, construction equipment fleetsour existing or developing BREW technologies. In some cases, competitors attempt to displace only certain components or areas of the greater BREW offering, such as only the runtime client/device environment portion of BREW. Certain competitors in the computing and device manufacturing industries are attempting to replicate the entire BREW system offering, including both runtime device environments and billing/distribution systems. Similarly, some wireless operators are developing their own products by piecing together both internal and external components. Emergence of these and other enterprise companies. The satellite-based OmniTRACS mobile communications system was first introducednew competitors may adversely impact our margins and market share. On a worldwide basis, our QChat product competes with numerous push-to-talk services including iDEN, which is used principally in the United States, Latin America and South America. The push-to-talk services market is nascent outside the United States with several competing standards- and non-standards-based technologies.
Qualcomm Enterprise Services (QES). The QES division provides equipment, software and services to enable companies to wirelessly connect with their assets, products and workforce. QES offers satellite- and terrestrial-based two-way wireless connectivity and position location services to transportation and logistics fleets, construction contractors, original equipment manufacturers and other enterprise companies that permit customers to track the location and monitor performance of their assets, communicate with their personnel and collect data. QES also sells products that operate on the Globalstar low-Earth-orbit satellite-based telecommunications systems and provides related services. The QES division markets and sells products through a sales force, partnerships and distributors based in 1988.the United States, Europe, the Middle East, Argentina, Brazil, Canada, China, Japan, South Korea and Mexico. Through September 2005,2008, we have shipped over 566,000 satellite-based mobile communications systems (OmniTRACS, EutelTRACSapproximately 1,302,000 satellite- and TruckMAIL) and over 85,000 terrestrial-based mobile communications systems, (OmniExpress, T2 Untethered TrailerTRACS and GlobalTRACS), which currently operate in over 3930 countries. Message transmissionWireless transmissions and position tracking for the OmniTRACS and TruckMAILsatellite-based systems are provided by use ofusing leased Ku-band and C-band transponders on commercially available geostationary earthEarth orbit satellites. The OmniExpress, T2 Untethered TrailerTRACS, GlobalTRACS and OmniOneterrestrial-based systems use wireless digital and analog terrestrial networks for messaging transmission and the GPS constellation for position tracking. These mobile communications systems help transportation companies, private fleetsWe generate revenues from license fees, sales of network products and construction equipment fleets improve the utilization of assetsterminals, and increase efficiencyinformation and safety by improving communications between drivers, machines and dispatchers. System features include status updates, load and pick-up reports, position reports at regular intervals, and vehicle and driving performance information.location-based service fees.
     In the United States and Mexico, we manufacture and sell OmniTRACS, TruckMAIL, OmniExpress, T2 Untethered TrailerTRACS and GlobalTRACS mobile communications equipment, sell related software packages and provide ongoing messaging and maintenance services. We have sold OmniTRACS, TruckMAIL and OmniExpress systems for use by private trucking fleets, service vans, marine vessels, trains, federal emergency vehicles, and for oil and gas pipeline control and monitoring sites. Our GlobalTRACS system is sold to the construction equipment industry, providing wireless access to equipment operating data and location, regardless of equipment type or manufacturer. Message transmissions for operations in the United States are formatted and processed at our Network Management Center in San Diego, California, with a fully-redundant backup Network Management Center located in Las Vegas, Nevada. We estimate
     Existing competitors of our QES division offering alternatives to our products are aggressively pricing their products and services and could continue to do so in the Network Management Center currently processesfuture. In our domestic markets, we face over nine million messages and position reports per day.

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     In fiscal 2004, we began shippingfifteen key competitors to our OmniVision, OmniTRACS, TruckMAIL, OmniExpress, T2 Untethered TrailerTRACS for private fleets and for-hire carriers. The T2 Untethered TrailerTRACS product is an advanced, stand-alone wireless system that provides rapid-status visibility into trailer locationsQConnect products and operational events and vehicle position reporting for improved fleet utilization and security. Features include sophisticated on-board hardware, advanced power management, complete network services, cargo and door sensors and data integration capabilities using state-of-the-art, multimode communications. We recently announced the availability of two new applications, the QUALCOMM Hours of Service (HOS) and Automated Arrival & Departure (AA&D) applications. The QUALCOMM HOS application is a management tool that helps fleet managers optimize dispatch assignments by providing driver availability information. AA&D gives fleet managers information neededas well as over six key competitors to monitor delivery schedules, recognize inefficiencies, improve on-time performance and prevent detention billing disputes.
     In addition to the United States, the OmniTRACS system is currently operating throughoutour GlobalTRACS system. Internationally, we face several key competitors in Europe and Mexico. These competitors are offering new value-added products and services similar in the Middle East, Argentina, Brazil, Canada, Mexico, China, Japanmany cases to our existing or developing technologies. Emergence of new competitors, particularly those offering low cost terrestrial-based products and South Korea. Outsidecurrent as well as future satellite-based systems, may impact margins and intensify competition in new markets. Similarly, some original equipment manufacturers of the United States, Mexicotrucks and Europe, we work with distributors or through joint venturestruck components are beginning to provide the OmniTRACS serviceoffer built-in, on-board communications and productsposition location reporting systems that may impact our margins and intensify competition in foreignour current and new markets. We generate revenues from the OmniTRACS system through license fees, sales of networkare currently in discussions with some trucking manufacturers about using our products and terminals, and messaging and service fees. Service providers that operate network management centers for a region under our granted licenses provide OmniTRACS messaging services.as their embedded solution.
     QUALCOMMQualcomm Government Technologies (QGOV).The QGOV division (formerly known as QUALCOMM Digital Media, or QDM) provides development, hardware and analytical expertise involving wireless communications technologies to United States government (USG) agencies involving wireless communications technologies.agencies. In fiscal 2008, QGOV adapted, integrated and shipped CDMA2000 1X and EV-DO deployable base stations to the USG. We have developed, produced and shipped second generationalso continued to ship 2G CDMA secure wireless terrestrial phones for the USG that operate in enhanced security modes (referred to as Type 1) and incorporate end-to-end encryption. In fiscal 2005, QGOV adapted, integrated and shipped CDMA2000 1X deployable base stations to the USG. Additionally, OmniTRACS products and services are being used for USG worldwide applications and were sold to the USG during fiscal 2005.2008. Based on the percentage of QGOV revenues to our total consolidated revenues, the USG is not a major customer.

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Firethorn.Firethorn provides a single, secure, certified application embedded on select wireless devices, which enables financial institutions and merchants to deliver branded services to consumers though the mobile devices. Our application enables wireless operators to deliver consumer-convenient, mass-market applications to subscribers, and mobile device users to access and add multiple financial relationships with one password.
QUALCOMMQualcomm Strategic Initiatives Segment (QSI).
We make strategic investments to promote the worldwide adoption of CDMACDMA-based products and services for wireless voice and Internetinternet data communications, including CDMA operators, licensed device manufacturers and companies that support the design and introduction of new CDMA-based products or possess unique capabilities or technology. We make strategic investments in early stageearly-stage companies and, from time to time, venture funds to support the adoption of CDMA and the use of the wireless Internet. In November 2001, we acquired controlling interests in two CDMA operators in Brazil (Vésper Operating Companies). We sold these two operators in fiscal 2004. We have a significant investment in Inquam Limited (Inquam). Inquam owns, develops and manages wireless CDMA-based communications systems, either directly or indirectly, primarily in Romania and Portugal.
     Our MediaFLO USA subsidiary a wireless multimedia operator, is expected to begin commercial operations in latter 2006. MediaFLO USA will offeroperates a nationwide mediacastmulticast network in the United States based on our MDS and FLO (Forward Link Only) technologytechnology. MediaFLO USA uses 700 MHz spectrum for which we hold licenses nationwide to deliver high-quality video and audio programming to wireless subscribers. Additionally, MediaFLO MDS (Media Distribution System) asUSA procures, aggregates and distributes content in service packages which we make available on a shared resource forwholesale basis to our wireless operator customers (regardless of whether they operate CDMA or GSM/WCDMA networks) in the United States. The commercial availability of the MediaFLO network and service is determined by our wireless operator partners.
     MediaFLO USA’s Broadcast Operations Center and Network Operations Center are based in San Diego, California. Verizon Wireless began offering the MediaFLO USA service during fiscal 2007, and AT&T Inc. began offering the service in fiscal 2008. In addition, MediaFLO USA is actively engaged in discussions with other domestic wireless operators and their customers withinon how they might utilize the United States.MediaFLO USA service.
We are developing our MediaFLO MDStechnology to enable MediaFLO USA and FLO technologypotentially other international wireless operators to optimize the low cost delivery of multimedia content to multiple wireless subscribers simultaneously. Our efforts to sell this technology internationally are being conducted by a nonreportable segment (MFT), and not by QSI, as we do not intend to pursue an exit strategy from the MFT business. Our MediaFLO technology is designed specifically to bring broadcast quality video to mobile devices efficiently and cost effectively. The MDS will provideMediaFLO technology operates on a dedicated broadcast network and is complementary to wireless network operators the ability to enhance their multimedia service offering capabilities via efficient scheduling and delivery of multimedia content. Wireless network operators can utilize the MDS with their current unicast networks and with multicast networks, which are soon to be available,currently operating on CDMA2000 1xEV-DO or WCDMA. The MDS is not air interface specific and thus can be utilized by CDMA2000, WCDMA and FLO technology operators alike. FLO is a multicast air interface technology specifically designed for markets where dedicated spectrum is available and where regulations permit high-power transmission, thereby reducing the number of towers and related infrastructure required to provide market coverage. MediaFLO MDS and FLO technology are complementary to existing wireless networks because interactive services are supported within the mobile device using the CDMA2000 1X, 1xEV-DO or WCDMA wireless link. Furthermore, the MediaFLO MDS can seamlessly integrate multicasting services provided over 3G operator networks with such services provided over a stand-alone FLO network.networks.
     MediaFLO USA plansAs part of our strategic investment activities, we intend to use nationwide 700 MHz spectrum for which we hold licenses and will be procuring and distributing content which we will make available wholesale to our wireless operator customers. Distribution, marketing, billing and customer relationships are expected to remain services provided by our wireless

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operator customers. Effective as of the beginning of fiscal 2005, we presented the operating results of MediaFLO USApursue various exit strategies at some point in the QSI segment. We are evaluating a numberfuture, which may include distribution of corporate structuring options, including distributing our ownership interest in MediaFLO USA to our stockholders in a spin-off transaction.
Other BusinessesBusinesses.
     QUALCOMM Wireless Systems (QWS). The QWS division sells products and provides services under new commercial agreements to Globalstar LLC (New Globalstar) and its service providers and other customers. New Globalstar operates a worldwide, low-Earth-orbit satellite-based telecommunications system. We received membership interests in New Globalstar in fiscal 2004 as a result of its emergence from bankruptcy related to our claims as a creditor. On October 5, 2004, we received an additional ownership interest in New Globalstar as partial consideration for the sale of mobile phones. At September 25, 2005, we held an approximate 6.7% interest in New Globalstar in our QSI segment.
QUALCOMMQualcomm MEMS Technologies (QMT).QMT is developing display technology for the full range of consumer-targeted mobile products. QMT’s iMoDIMOD display technology, based on a micro-electro-mechanical-systems (MEMS)MEMS structure combined with thin film optics, is expected to provide substantial performance, power consumption and cost benefits as compared to current display technologies. We expect the iMoD product to deliver a vivid and realistic display image quality that can withstand extreme temperatures and be viewed in virtually any environment, including bright sunlight. Displays have become a key factor in the overall power consumption of wireless devices, with the increasing use of vibrant color screens and multimedia applications that generate rapidly changing images. The iMoD product is expected to offer significantly lower power consumption than existing display products, thereby extending the battery life of wireless devices. With the inclusion of color displays in all types of wireless phones,devices, including models at the low end of the market, the cost of the display has become an even more significant factor in the overall cost of the handset.device. An iMoDIMOD display should cost less to manufacture than a comparable liquid crystal display because it requires fewer components and processing steps, thus enablingsupporting advanced multimedia capabilities on all tiers of mobile devices.
Qualcomm Flarion Technologies (QFT).QFT is the developer and provider of fast low-latency access with seamless handoff-OFDM (FLASH-OFDM), the wireless industry’s first fully mobile OFDMA offering. FLASH-OFDM is an air interface technology designed for the delivery of advanced internet services in the mobile environment. Through FLASH-OFDM, QFT created an end-to-end network offering for mobile operators, which includes the RadioRouter base station product line, wireless modems, embedded chipsets and system software. The all-IP wireless network supports both broadband data and packetized voice applications. QFT’s considerable expertise with OFDMA technology is now focused on the development of Qualcomm’s LTE program and the creation of innovative next generation air interface technologies.
MediaFLO Technologies (MFT).MFT is developing our MediaFLO technology and marketing it for deployment outside of the United States. The market for mobile-TV remains highly nascent with numerous competing technologies and standards.

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Research and Development
     The wireless telecommunications industry is characterized by rapid technological change, requiring a continuous effort to enhance existing products and develop new products and technologies. Our research and development team has a strong and provendemonstrated track record of innovation in wireless communications technologies. Our research and development expenditures in fiscal 2005, 20042008, 2007 and 20032006 totaled approximately $1.01$2.3 billion, $720 million$1.8 billion and $523 million,$1.5 billion, respectively. Research and development expenditures in fiscal 2005, 2004 and 2003 were primarily related to integrated circuit productproducts, 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 phones, multimedia applications, high-speeddevices, the integration of wireless Internet accesswith consumer electronics and computing, the convergence of multiband, multimode, multiband, multinetwork products and technologies, includingthird party operating systems and services platforms. The technologies supporting these initiatives may include CDMA2000 1X/1X, 1xEV-DO, EV-DO Revision A, EV-DO Revision B, WCDMA, HSDPA, GSM/GPRS/EDGEHSUPA, HSPA+ and OFDMA,OFDMA. Research and development expenditures were also incurred related to the development of our FLO technology, MediaFLO MDS, and iMoDIMOD display products using MEMS technology.technology, BREW products and mobile commerce applications.
     In fiscal 2005, we opened sixWe have research and development centers in California, India, Taiwan andvarious locations throughout the United Kingdom. The centersworld that support our global CDMA development activities and ongoing efforts to advance CDMA and a broad range of other technologies. We continue to use our substantial engineering resources and expertise to develop new technologies, applications and services and make them available to licensees to help grow the wireless telecommunications market and generate new or expanded licensing opportunities. In addition to internally sponsored research and development, we perform contract research and development for various government agencies and commercial contractors.
Sales and Marketing
     QCT markets and sells products in the United States through a sales force based in San Diego, California, and internationally through a direct sales force based in South Korea, Japan, China, Taiwan, Germany and the United Kingdom. QCT’s salesSales and marketing strategy is to achieve design wins with technology leadersactivities of our operating segments are discussed under Operating Segments in our targeted markets by, among other things, providing high performance products combined with superior field application and engineering support.
     The QIS division of QWI develops and sells business-to-business products and services to companies worldwide. The sales andItem 1. Other marketing team is headquartered in San Diego with offices worldwide. The QIS sales and marketing strategy is to enter into contracts with companies in target markets by providing comprehensive technology and services to help them provide next-generation wireless data services that combine wireless Internet, data and voice capabilities.

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     The QWBS division of QWI markets and sells products through a sales force, partnerships and distributors based in the United States, Europe, the Middle East, Argentina, Brazil, Canada, China, Japan, South Korea and Mexico. QWBS’ sales and marketing strategy is to enter into contracts with companies in our target markets by providing high-value wireless fleet management products and services to the transportation, logistics and construction equipment industries.
     Marketing activities include public relations, web-marketing, participation in technical conferences and trade shows, development of business cases and white papers, competitive analyses, market intelligence and other marketing collateral and programs. Corporate Marketing provides company information on our Internet site and through other media regarding our products, strategies and technology to industry analysts and publications which are also supported on our Internet website. We also developed and maintain an Internet website (www.3Gtoday.com) dedicated to highlighting commercial 3G wireless services and products around the world.
     Our CDMA Development Center in China is a 36,000 square foot facility in Beijing in what is popularly known as “China’s Silicon Valley.” The center provides training, support and equipment testing services primarily to manufacturers and mobile operators in China, as well as supporting research and development of 3G wireless standards based on CDMA. The center houses the QUALCOMM CDMA University which offers classroom and hands-on training programs on CDMA2000 and WCDMA. The center also offers a highly-integrated test program designed to enable time and cost savings when bringing products to market. The center and its staff are focused on providing China with the resources to enable the most timely development of its mobile communications industry using our technologies and applications, such as cdmaOne, CDMA2000 1X/1xEV-DO, GSM1x and gpsOne. The center also supports the transfer of certain hardware and software technologies for product development and manufacturing to licensed manufacturers, as well as network design and optimization methods to operators and government bodies in China.publications.
Competition
     Competition to our operating segments is discussed under Operating Segments in Item 1. Competition in the wireless telecommunications industry throughout the world continues to increase at a rapid pace as businesses and governments realize the market potential of wireless telecommunications products and services. We have facilitated competition in the CDMAwireless market by licensing and enabling a large number of manufacturers. Although we have attained a majorsignificant position in the industry, many of our current and potential competitors may have advantages over us, including:
  longer operating histories and presence in key markets;market presence;
 
  greater name recognition;
 
  motivation by our customers in certain circumstances to find alternate suppliers;
access to larger customer bases;
economies of scale and cost structure advantages;
 
  greater sales and marketing, manufacturing, distribution, technical and other resources than we have.resources; and
government support of other technologies (e.g. GSM).
     These competitors may have more established relationships and greater technical, marketing, sales and distribution capabilities and greater access to channels in markets not currently deploying wireless communications technology or markets primarily deploying 2G wireless communications technology. These competitors also 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 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 to our detriment. In addition, many of these companies are licensees of our technologytechnologies and have established market positions, trade names, trademarks, patents, copyrights, intellectual property rights and substantial technological capabilities. We may face competition throughout the world with new technologies and services introduced in the future as additional competitors enter the market placemarketplace for products based on 3G standards.standards or other wireless technologies. Although we intend to continuouslycontinue to develop improvements to existing technologies, as well as potential new technologies, there may be a continuing competitive threat from companies introducing alternative versions of wireless technologies. We also expect that the price we charge for our products and services may continue to decline as competition intensifies.
QCT Segment.The markets in which our QCT segment operates are intensely competitive. QCT competes worldwide with a number of United States and international semiconductor designers and manufacturers in the United States and internationally. As a result of the trend toward global expansion by foreign and domestic competitors and technological and public policy changes, we anticipate that additional competitors will enter this market. We believe that the principal competitive factors for CDMA integrated circuit providers to our addressed

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markets are product performance, level of integration, quality, compliance with industry standards, price, time to market, system cost, design and engineering capabilities, new product innovation and customer support. The specific bases on which we compete against alternative CDMA integrated circuit providers vary by product platform. We also compete against alternative wireless communications technologies including, but not limited to, GSM/GPRS/EDGE, TDMA and analog.
     QCT’s current competitors include major semiconductor companies such as Freescale, Infineon, NEC, Philips, STMicroelectronics, Texas Instruments and VIA Telecom, as well as major telecommunication equipment companies such as Ericsson, Matsushita, Motorola, Nokia and Samsung, who design their own integrated circuits and software for certain products. QCT also faces competition from some start-up ventures.
     Our competitors may devote a significantly greater amount of their financial, technical, marketing and other resources to aggressively market competitive telecommunications systems or to develop and adopt competitive digital cellular technologies, and those efforts may materially and adversely affect QCT. Moreover, competitors may offer more attractive product pricing or financing terms than we do as a means of gaining access to the wireless telecommunications markets.
     We have entered into licensing agreements with certain companies, including EoNex Technologies, Infineon, Lucent, Motorola, NEC, Philips, Texas Instruments and VIA Telecom. These licenses permit the licensees to manufacture CDMA-based integrated circuits using certain of our intellectual property for sale to CDMA-based phone manufacturers. In exchange for granting the licenses, we are entitled to receive license fees, royalties (determined as a percentage of the selling price of the integrated circuits) and/or royalty-free cross-licenses, which allow us to use these companies’ CDMA and, in some cases, non-CDMA intellectual property for specified purposes. In every case, the phone manufacturers’ sales of CDMA-based phones are subject to the payment of royalties to us on the products into which the integrated circuits are incorporated in accordance with the manufacturers’ separate licensing arrangements with us. We license our CDMA intellectual property to the competitors of our QCT segment to support the deployment of CDMA-based systems and technologies worldwide in order to grow our royalty revenues from customers licensed to sell CDMA phones and equipment. We believe that, if CDMA based systems expand sufficiently, QCT’s business will also grow, even if we lose market share. To date, most cdmaOne and CDMA2000 phone manufacturer licensees have elected to purchase their CDMA-based integrated circuits from us.
QTL Segment.As part of our strategy to generate new and ongoing licensing revenues, significant resources are allocated to develop leading edge technology for the telecommunications industry. In addition to licensing manufacturers of subscriber and network equipment, we have made licenses to our essential CDMA patents available to competitors of our QCT segment. We face competition in the development of intellectual property for future generations of digital wireless communications technology and services.
     On a worldwide basis, we currently compete primarily with two digital wireless telecommunications technologies, TDMA and GSM/GPRS. TDMA has been deployed primarily in the United States and Latin America. Variations of TDMA have also been deployed in other countries, such as PDC (Personal Digital Cellular) in Japan and PAS (Personal Access System) in China. GSM has been extensively utilized in Europe, much of Asia other than Japan and Korea, and certain other markets. To date, GSM has been more widely adopted than CDMA, however, CDMA technologies have been adopted for all third generation wireless systems. In addition, many GSM operators have deployed or are expected to deploy GPRS, a packet data technology, as a 2.5G bridge technology, and some GSM operators plan to deploy EDGE, while waiting for third generation WCDMA to become available and/or more cost effective for their system. A limited number of operators have started testing OFDMA technology, a multi-carrier transmission technique not based on CDMA technology, that divides the available spectrum into many carriers, with each carrier being modulated at a low data rate relative to the combined rate for all carriers. We have invested in the development of our own OFDMA technology and intellectual property and have recently entered into an agreement to purchase Flarion, a major developer and patent holder of OFDMA technology.
QWI Segment.Existing competitors of our QWBS division offering alternatives to our products are aggressively pricing their products and services and could continue to do so in the future. In our domestic markets, we face over ten key competitors to our OmniTRACS, TruckMAIL, OmniExpress, T2 Untethered TrailerTRACS, QConnect and OmniOne products and services, as well as over six key competitors to our GlobalTRACS system. Internationally, we face several key competitors each in Europe and Mexico. These competitors are offering new value-added

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products and services similar in many cases to our existing or developing technologies. Emergence of new competitors, particularly those offering low cost terrestrial-based products and current as well as future satellite-based systems, may impact margins and intensify competition in new markets. Similarly, some original equipment manufacturers of trucks and truck components are beginning to offer built-in, on-board communications and position location reporting systems that may impact our margins and intensify competition in our current and new markets.
     We have numerous competitors for each of our BREW products and services. These competitors are continuing to develop their products with a focus on client, provisioning, user interface, content distribution, and billing products and services. Competitors are attempting to offer value added products and services similar, in many cases, to our existing or developing BREW technologies. In some cases, competitors are continuing to explicitly attempt to displace only certain components or areas of the greater BREW offering, such as only the runtime client/device environment portion of BREW. In addition, certain competitors in the computing and device manufacturing industries are now beginning to more aggressively attempt to replicate the entire BREW system offering that includes both runtime device environments and billing/distribution systems. Similarly, some operators are developing their own solutions by piecing together both internal and external components. Emergence of these and other new competitors may adversely impact our margins and market share.
Patents, Trademarks and Trade Secrets
     We rely on a combination of patents, copyrights, trade secrets, trademarks and proprietary information to maintain and enhance our competitive position. We have been granted more than 1,540cumulatively filed or acquired approximately 8,900 United States patents and have over 2,500 patent applications, pending in the United States.of which approximately 2,900 patents have been issued. The vast majority of such patents and patent applications relate to our CDMA digital wireless communications technology.technologies, including patents that are essential or may be relevant to CDMA2000, UMTS, TD-SCDMA, TD-CDMA and OFDMA products. We also have and will continue to actively file for broad patent protection outside the United States andStates. We have received numerous CDMAcumulatively filed or acquired approximately 44,000 foreign patent applications, of which approximately 14,300 patents have been issued, with broad coverage throughout most of the world, including China, Japan, South Korea, Europe, Brazil, India, Taiwan and elsewhere.
     The standardsStandards bodies and the ITU have been informed that we hold patents that might be essential intellectual property rights for all 3G standards that are based on CDMA. We have committed to the ITUsuch standards bodies that we will offer to license our essential patents for these CDMA standards on a fair and reasonable basis free from unfair discrimination. We have also informed standards bodies that we may hold essential intellectual property rights for certain standards that are based on OFDMA technology, e.g. 802.16e, 802.16m, 802.20, UMB and LTE.
     Since our founding in 1985, we have focused heavily on technology development and innovation. These efforts have resulted in a leading intellectual property portfolio related to wireless technology. Because all commercially deployed forms of CDMA and their derivatives require the use of our patents, our patent portfolio is the most widely and extensively licensed portfolio in the industry with over 155 licensees. Over the years a number of companies have challenged our patent position but at this time most, if not all, companies recognize that any company seeking to develop, manufacture and/or sell products that use CDMA technologies will require a patent license from us. In all cases we have licensed our patented technologies to interested companies on terms that are fair, reasonable and free from unfair discrimination. Unlike some other companies in our industry that hold back certain key technologies, we offer interested companies the opportunity to license essentially our entire patent portfolio for use in subscriber devices and cell site infrastructure equipment. Our broad licensing strategy has been a catalyst for industry growth, helping to enable a wide range of companies offering a broad array of wireless products and features while driving down average and low-end selling prices for 3G handsets and other wireless devices. By licensing a wide range of equipment manufacturers, encouraging innovative applications, supporting equipment manufacturers with a total chipset and software solution, and focusing on improving the efficiency of the airlink for wireless operators, we have helped 3G CDMA evolve, grow, and reduce device pricing all at a faster pace than the second generation technologies that preceded it (e.g. GSM).
     Under our CDMA license agreements, licensees are generally required to pay us a license fee as well as ongoing royalties based on a percentage of the netwholesale selling price, net of CDMAcertain permissible deductions (e.g. certain shipping costs, packing costs, VAT, etc.), of subscriber and infrastructure test and integrated circuits products.equipment and/or a fixed per unit amount. License fees are paid in one or more installments, while royalties generally continue throughout the life of the licensed patents. We believe that our licensing terms are reasonable and fair to the companies that benefit from our intellectual property and provide significant incentives for others to invest in CDMA (including WCDMA) applications, as evidenced by the significant growth in the CDMA portion of the wireless industry and the number of CDMA participants. Our CDMA license agreements generally provide us rights to use certain of our licensees’ technology and intellectual property rights to manufacture and sell certain CDMA products, e.g., CDMA application specific integrated circuits Application-Specific Integrated Circuits (ASICs) and related software, subscriber units and/or infrastructure equipment. In most cases, our use of our licensees’ technology and intellectual property is royalty free. However, under some of the licenses, if we incorporate certain of the licensed technology or intellectual property into certain products, we are obligated to pay royalties on the sale of such products. Under their existing agreements with us, two entities were entitled to share in a percentage of the royalty revenues that we receive from third parties for their sale of certain CDMA products. Our sharing obligation under one of these arrangements expired in fiscal 2005, and the other sharing obligation will expire in fiscal 2006.
     As part of our strategy to generate licensing revenues and support worldwide adoption of our CDMA technology, we license to other companies including the competitors of our QCT segment, the rights to design, manufacture and sell products utilizing certain portions of our CDMA intellectual property. Our current publicly-announcedpublicly announced CDMA licensees are listed on our Internet websitesite (www.qualcomm.com).
Employees
     As of September 25, 2005,28, 2008, we employed approximately 9,30015,400 full-time, part-time and temporary employees. During fiscal 2005,2008, the number of employees increased by approximately 300 from acquisitions and 1,4002,600 primarily fromdue to increases in engineering resources.

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Available Information
     Our Internet address is www.qualcomm.com. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). We also make available on our Internet site public financial information for which a report is not required to be filed with or furnished to the SEC. Our SEC reports and other financial information can be accessed through the investor relations section of our Internet website.

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site. The information found on our Internet websitesite is not part of this or any other report we file with or furnish to the SEC.
     The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room located at 450 Fifth100 F Street, NW,N.E., Washington, DCD.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.1-202-551-8090. The SEC also maintains electronic versions of our reports on its website at www.sec.gov.
Executive Officers
     Our executive officers and(and their ages as of September 25, 200528, 2008) are as follows:
     Irwin Mark Jacobs, age 71, one of the founders of the Company, has served as Chairman of the Board of Directors since July 1985. He also served as Chief Executive Officer of the Company from July 1985 to June 2005. Dr. Jacobs received his B.S. degree in Electrical Engineering from Cornell University and his M.S. and Sc.D. degrees from the Massachusetts Institute of Technology. Dr. Irwin Jacobs is the father of Dr. Paul Jacobs, our Chief Executive Officer, and Jeffrey A. Jacobs, President of QUALCOMM Global Development.
     Paul E. Jacobs, age 42,45, has served as a director since June 2005 and as our Chief Executive Officer since July 2005. He served as Group President of the QUALCOMMQualcomm Wireless & Internet Group from July 2001 to June 2005. In addition, he served as an Executive Vice President from February 2000 to June 2005. Dr. Jacobs joined the Company in 1986. Dr. Jacobs holds a B.S. degree in Electrical Engineering and Computer Science, aan M.S. degree in Electrical Engineering and a Ph.D. degree in Electrical Engineering and Computer Science from the University of California, Berkeley. Dr. Paul Jacobs is the son of Dr. Irwin Mark Jacobs, Chairman of our Board of Directors, and the brother of Jeffrey A. Jacobs, President of QUALCOMM Global Development.our Chief Marketing Officer.
     Steven R. Altman, age 44,47, has served as our President since July 2005. He served as an Executive Vice President from November 1997 to June 2005 and as President of our Technology Licensing divisionQTL from September 1995 to April 2005. He currently serves on the board of Amylin Pharmaceuticals, Inc. Mr. Altman receivedholds a B.S. degree from Northern Arizona University and a J.D. from the University of San Diego.
     Sanjay K. Jha,Irwin Mark Jacobs, age 42,74, one of the founders of the Company, has served as Group President, QUALCOMM CDMA Technologies (QCT)Chairman of the Board of Directors since February 2004 and as an Executive Vice President since December 2003.it began operations in July 1985. He was appointed President of QCT in January 2003. Healso served as a Senior Vice Presidentour Chief Executive Officer from August 2000July 1985 to March 2002 and subsequently as Senior Vice President and General Manager of QUALCOMM Technologies & Ventures from March 2002 to January 2003.June 2005. Dr. JhaJacobs holds a Ph.D. in Electronic and Electrical Engineering from Strathclyde University, Scotland and a B.S. degree in Electrical Engineering from Cornell University and M.S. and Sc.D. degrees from the UniversityMassachusetts Institute of Liverpool, England.Technology. Dr. Irwin Jacobs is the father of Dr. Paul Jacobs, a member of our Board of Directors and our Chief Executive Officer, and Jeffrey A. Jacobs, our Chief Marketing Officer.
     William E. Keitel, age 52,55, has served as an Executive Vice President since December 2003 and as our Chief Financial Officer since February 2002. He previously served as a Senior Vice President and as our Corporate Controller from May 1999 to February 2002. Mr. Keitel received a M.B.A. from Arizona State University andholds a B.A. degree in Business Administration from the University of Wisconsin.Wisconsin and an M.B.A. from Arizona State University.
     Roberto Padovani,Donald J. Rosenberg, age 51,57, has served as Executive Vice President, General Counsel and Corporate Secretary since October 2007. He served as Senior Vice President, General Counsel and Corporate Secretary for Apple Computer, Inc. from December 2006 to October 2007. From May 1975 to November 2006, Mr. Rosenberg held numerous positions at IBM Corporation, including Senior Vice President and General Counsel. Mr. Rosenberg holds a B.S. degree from the State University of New York at Stony Brook and a J.D. from St. John’s University School of Law.
     Derek K. Aberle, age 38, has served as an Executive Vice President and as our Chief Technology OfficerPresident of QTL since September 2008. From October 2006 to September 2008, he served as a Senior Vice President and as General Manager of QTL. Mr. Aberle joined the Company in December 2000 and prior to October 2006 held positions ranging from Legal Counsel to Vice President and General Manager of QTL. Mr. Aberle holds a B.A. degree in Business Economics from the University of California, Santa Barbara and a J.D. from the University of San Diego.
     Andrew M. Gilbert, age 45, has served as an Executive Vice President and President of Qualcomm Internet Services (QIS), MediaFLO Technologies (MFT) and Qualcomm Europe since January 2002.2008. He previously served as President, Qualcomm Europe since February 2006 and as a Senior Vice President from July 1996November 2006 to July 2001 andJanuary 2008. Mr. Gilbert joined Qualcomm in January 2006 as Executive Vice President, from July 2001Europe. Prior to January 2002 of our Corporate Research and Development. Dr. Padovani received a Laureate degree from the University of Padova, Italy and M.S. and Ph.D. degrees from the University of Massachusetts, Amherst, all in Electrical and Computer Engineering.
     Marvin Blecker, age 58, has served as President of QUALCOMM Technology Licensing (QTL) since April 2005. From November 2001 to April 2005joining Qualcomm, he served as Vice President and General Manager of QTL, as well as Senior Vice President of that divisionFlarion Technologies’ European, Middle Eastern and African regions from October 1995May 2002 to November 2001. He holds B.S. and M.S. degrees in Mathematics and a M.S. degree in Electrical Engineering-Systems Science from the Polytechnic Institute of Brooklyn, New York (now Polytechnic University).January 2006.

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     Jeffrey A. Jacobs, age 39,42, has served as Chief Marketing Officer since January 2008 and as an Executive Vice President since December 2006. He served as President of QUALCOMMQualcomm Global Development sincefrom May 2001. He served2001 to January 2008 and as Senior Vice President of Business Development from June 1999 to May 2001. Mr. Jacobs joined the Company in 1988. Mr. Jacobs holds a B.A. degree in International Economics from the University of California, Berkeley. Mr. Jeffrey Jacobs is the son of Dr. Irwin Mark Jacobs, Chairman of our Board of Directors, and the brother of Dr. Paul E. Jacobs, a member of our Board of Directors and our Chief Executive Officer.

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     Margaret “Peggy” L. Johnson, age 43,46, has served as an Executive Vice President since December 2006 and as Executive Vice President of the Americas and India since January 2008. She served as President of QUALCOMM Internet Services (QIS) sinceQIS from July 2001. Prior2001 to that time sheJanuary 2008 and as President of MFT from December 2005 to January 2008. She served as Senior Vice President and General Manager of QIS from September 2000 to July 2001. Ms. Johnson holds a B.S. degree in Electrical Engineering from San Diego State University.
     Louis M. Lupin,Len J. Lauer, age 50,51, has served as Chief Operating Officer since August 2008. He served as Executive Vice President and Group President from December 2006 to July 2008. He was Chief Operating Officer of Sprint Nextel from August 2005 to December 2006. Mr. Lauer was President and Chief Operating Officer of Sprint Corporation from September 2003 until the Sprint-Nextel merger in August 2005. Prior to that, he was President of Sprint PCS from October 2002 until October 2004 and was President-Long Distance (formerly the Global Markets Group) at Sprint PCS from September 2000 until October 2002. Mr. Lauer also served in several executive positions at Bell Atlantic Corp. from 1992 to 1998. Mr. Lauer holds a B.S. degree in Managerial Economics from the University of California, San Diego.
     James P. Lederer, age 48, has served as an Executive Vice President, QCT Business Planning and Finance since May 2008. He served as Senior Vice President, QCT Finance from April 2005 to April 2008, Vice President, Finance from July 2001 to April 2005 and Senior Director, Finance from October 2000 to July 2001. Mr. Lederer joined Qualcomm in 1997 as a Senior Manager in Corporate Finance. Mr. Lederer holds a B.S. degree in Business Administration (Finance/MIS) and an M.B.A. from the State University of New York at Buffalo.
     Steven M. Mollenkopf, age 39, has served as Executive Vice President and President of QCT since August 2008. He served as Executive Vice President, QCT Product Management from May 2008 to July 2008, as Senior Vice President, Engineering and Product Management from July 2006 to May 2008 and Vice President, Engineering from April 2002 to July 2006. Mr. Mollenkopf joined Qualcomm in 1994 as an Engineer and throughout his tenure at Qualcomm held several other technical and leadership roles. Mr. Mollenkopf holds a B.S. degree in Electrical Engineering from Virginia Tech and an M.S. degree in Electrical Engineering from the University of Michigan.
     Roberto Padovani, age 54, has served as Executive Vice President and our Chief Technology Officer since November 2001. He previously served as Senior Vice President from July 1996 to July 2001 and as Executive Vice President from July 2001 to November 2001 of our General Counsel since September 2000. Mr. Lupin receivedCorporate Research and Development. Dr. Padovani holds a B.A.Laureate degree from Swarthmore Collegethe University of Padova, Italy and a J.D.M.S. and Ph.D. degrees from Stanford Law School.the University of Massachusetts, Amherst, all in Electrical and Computer Engineering.
     Daniel L. Sullivan, age 54,57, has served as Executive Vice President of Human Resources since August 2001. He served as Senior Vice President of Human Resources from February 1996 to July 2001. Dr. Sullivan holds a B.S. degree in Communication from Illinois State University, an M.A. degree in Communication from West Virginia University and a Ph.D. in Organization Communication from the University of Nebraska.
     Jing Wang, age 46, has served as Executive Vice President and has managed Qualcomm’s business operations in the Asia Pacific, Middle East and Africa regions since January 2008. He joined Qualcomm as a Senior Vice President in February 2001. Mr. Wang also served as Chairman, Asia Pacific from August 2006 to January 2008 and as Chairman, Qualcomm Greater China from March 2003 to August 2006. Mr. Wang holds B.Sa B.A. degree in Literature from Anhui University, an LL.M from the People’s University of China, Department of Law, and M.A. degrees in Communicationan LL.M from Illinois Statethe University and Westof Virginia University, respectively.School of Law.
RISK FACTORSItem 1A. Risk Factors
     You should consider each of the following factors as well as the other information in this Annual 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 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 Annual Report, including our financial statements and the related notes.

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Risks Related to Our Businesses
If CDMA technology deployment of our technologies does not expand as anticipated,expected, our revenues may not grow as anticipated.
     We focus our business primarily on developing, patenting and commercializing CDMA technology for wireless telecommunications applications. In addition, with the anticipated acquisition of Flarion, there will be an increased emphasis on developing, patenting and commercializing OFDMA technology. Other digital wireless communications technologies, particularly GSM technology, have been more widely deployed than CDMA technology. OFDMA has not been widely deployed commercially. Notwithstanding our portfolioIf adoption and use of OFDMA/OFDM intellectual property, technology and products, if CDMA technology does not become the preferredCDMA-based wireless communications industry standardstandards do not continue in the countries where our products and those of our customers and licensees are sold, or ifour 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 generationthird-generation (3G) technology, our business and financial results could suffer. Further, ifsuffer since we have not previously generated significant revenues from single-mode GSM product sales. 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 deployed commercially, our anticipated investment in Flarion and OFDMA technologyFLO 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 significant returnresult 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 investment.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 and market share in future periods, we are dependent upon the commercial deployment and upgrades of third generation (3G)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 CDMACDMA-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 competingother 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 there can be no assurance thatthe timing and extent of OFDMA will be adopted or deployed commercially or thatdeployments is uncertain, and we willmight 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 have hundredsown a very strong portfolio of issued orand pending patents relatingrelated to applications ofGSM, GPRS, EDGE, OFDM, OFDMA and multi in, multi outand/or Multiple Input, Multiple Output (MIMO), there can be no assurance that technologies, our patent portfolio licensing program in these areas wouldis less established and might not be as valuablesuccessful in generating licensing income as our CDMA portfolio.
     Our business andportfolio 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, during 2008 and to prepare for the time when its customers start 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 technologies are dependentpatented 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, we might not achieve the same royalty revenues on such WiMax, LTE or UMB deployments as on CDMA/WCDMA, and we might not achieve the same level of success of our customers and licensees. Our licensees may incur lower operating margins onin WiMax, LTE or UMB products based on our technologies than on products using alternative technologies due to greater competitionas we have in the relevant market or other factors. If CDMA phone and/or infrastructure manufacturers exit the CDMA market, the deployment of CDMA technology could be negatively affected, and our business could suffer.CDMA/WCDMA products.

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Our threeearnings 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 could cause a downturn in the market for our products or technology. The recent 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 fixed income, credit and equity markets. In addition to the current impact on our marketable securities portfolio, there could be a number of follow-on effects from the credit crisis on our business that could also adversely affect our operating results. The credit crisis may result in the insolvency of key suppliers resulting in product delays; the inability of our customers to obtain credit to finance purchases of our products and/or customer insolvencies that 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 Annual 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 recent global economic conditions are causing current contraction in the channel inventory and will likely 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 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 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 fiscal 2008, 70% of our revenues were from customers and licensees based in South Korea, Japan and China, as compared to 69% and 70% during fiscal 2007 and 2006, respectively. 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.

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Our two largest customers accounted for 39%, 40% and 43%30% of consolidated revenues in fiscal 2005, 20042008, 27% in fiscal 2007 and 2003, respectively.26% in fiscal 2006. 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.
     QCT Segment.The loss of any one of our QCT segment’s 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 could harm our ability to achieve or sustain desiredexpected levels of profitability.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 if any, from these customers. Factors that may impact the size and timing of orders from customers of our QCT segment include, among others, the following:
  the product requirements of these customers;our customers and the network operators;
 
  the financial and operational success of theseour customers;
 
  the success of theseour customers’ products that incorporate our products;
 
  value addedchanges in wireless penetration growth rates;
value-added features which drive replacement rates;
 
  shortages of key products and components;
 
  fluctuations in channel inventory levels;
 
  the success of products sold to our customers by licensed competitors;
 
  the rate of deployment of new technology by the wireless network operators and the rate of adoption of new technology by the end consumers;
 
  the extent to which certain customers successfully develop and produce CDMA-based integrated circuits and system software to meet their own needs;needs or source such products from other suppliers;
 
  general economic conditions;
 
  changes in governmental regulations in countries where we or our customers currently operate or plan to operate; and
 
  widespread illness.
We derive a significant portion of our royalty revenues in our QTL Segment.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 130155 licensees, we derive a significant portion of our royalty revenuerevenues from a limited number of licensees. Our future success depends upon the ability of our licensees to develop, introduce and deliver high volumehigh-volume products that achieve and sustain market acceptance. We have little or no control over the sales efforts of our licensees, and we cannot assure you that our licensees willmight not be successful or that the demand for wireless communications devices and services offered by our licensees will continue to increase. Any reduction in the demand for or any delay in the development, introduction or delivery of wireless communications devices utilizing our CDMA technology could have a material adverse effect on our business.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. Weakness in the value
We may not be able to modify some of foreign currencies in which our customers’ products are sold may reduce the amount of royalties payable to us in U.S. dollars.
     Royalties under our license agreements are generally payable to us for the lifelicense later patents without modifying some of the patents that weother material terms and conditions of such license underagreements, and such modifications may impact our agreements.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. Although in the past we have amended many of our license agreements to include later patents without affecting the material terms and conditions of our license agreements, there is no assurance that we willWe might not be able to modify oursuch 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.

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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 holder’s 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 EC’s 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 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 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.

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Changes in financial accounting standards related to share-based payments are expected to have a significant effect onThe enforcement and protection of our reported results.intellectual property rights may be expensive and could divert our valuable resources.
     The Financial Accounting Standards Board recently issued a revised standard that requires that we record compensation expense in the statementWe 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 operations for share-based payments, such as employee stock options, using the fair value method. The adoption of the new standard is expected to have 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. As a result, our adoption of the new standard in the first quarter of fiscal 2006 could negatively affect our stock price and our stock price volatility.
We depend upon a limited number of third party manufacturers to provide component parts, subassemblies and finished goods for our products. We are expanding our manufacturing model to purchase silicon wafers from foundries and to contract directly with third party manufacturers for assembly and test services. Any disruptions in the operations of, or the loss of, any of these third parties could harm our ability to meet our delivery obligations to our customers and increase our cost of sales.
     Our ability to meet customer demands depends, in part, on available manufacturing capacity and our ability to obtain timely and adequate delivery of parts and components from our suppliers. A reduction or interruption in component supply, an inability of our partners to react to rapid shifts in demand or a significant 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 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 potentially resulting in reduced market share.
QCT Segment.Die, cut from silicon wafers, are the essential components for all of our integrated circuits and a significant portion of the total integrated circuit cost. We do not own or operate foundries for the production of silicon wafers from which our integrated circuits are made. Instead, we utilize a fabless model whereby we rely on a limited number of independent third party manufacturers 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. The majority of our integrated circuits are purchased on a turnkey basis, in which our foundry partners are responsible for supplying fully assembled and tested integrated circuits. IBM, Taiwan Semiconductor Manufacturing Co. and United Microelectronics are the primary foundry partners for our family of baseband integrated circuits. Atmel, Freescale (formerly Motorola Semiconductor) and IBM are the primary foundry partners for our family of radio frequency and analog integrated circuits.
     Our fabless model provides us the flexibility to select suppliers that offer advanced process technologies to manufacture, assemble and test our integrated circuits at a competitive price. 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. To the extent that we do not have firm commitments from our manufacturers over a specific time period or in any specific quantity, our manufacturers may allocate, and in the past have allocated, capacity to the production of products for their other customers while reducing deliveries to us on short notice.
     Some of our integrated circuits products are only available from single sources, with which we do not have long-term contracts. Our reliance on a sole-source vendor primarily occurs during the start-up phase of a new product. Once a product reaches a significant volume level, we typically establish alternate suppliers for technologies that we consider critical. Our reliance on sole or limited-source vendors involves risks. These risks include possible shortages of capacity, product performance shortfalls and reduced controls over delivery schedules, manufacturing capability, quality assurance, quantity and costs. During fiscal 2004 and the first quarter of fiscal 2005, we experienced supply constraints which resulted in our inability to meet certain customer demands. These constraints substantially diminished during the second quarter of fiscal 2005 and were alleviated in the third quarter of fiscal 2005, with improvements to supply more closely aligning with our then current customer demand profile. To improve the supply and delivery of integrated circuits from our suppliers, we worked with our existing suppliers to increase available manufacturing capacity and increased and extended our firm orders to our suppliers.

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     To further enable flexibility of supply and access to potential new foundry suppliers, and in response to the complexity of our product roadmap, we began to expand our manufacturing model in fiscal 2005 to include purchasing silicon wafers directly from semiconductor manufacturing foundries. Under our expanded manufacturing model, we contract directly with third party manufacturers for assembly and test services, and we ship the final integrated circuits to our customers. We expect to increase the volume of our silicon wafer purchases directly from our foundry suppliers and to continue to purchase products on a turnkey basis. We do not have a history working with these third parties under this expanded manufacturing model, and their services and volume of activity may not be completely reliable during the ramp-up stages. We cannot guarantee that this change 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.
     In addition to the expansion of our manufacturing model, our operations may also be harmed by lengthy or recurring disruptions at any of the facilities of our manufacturers and may be harmed by disruptions in the distribution channels from our suppliers and to our customers. These disruptions may include labor strikes, work stoppages, widespread illness, terrorism, war, political unrest, fire, earthquake, flooding or other natural disasters. These disruptions could cause significant delays in shipments until we are able to shift the products from an affected manufacturer to another manufacturer. The loss of a significant third party manufacturer or the inability of a third party manufacturer to meet performance and quality specifications or delivery schedules could harm our ability to meet our delivery obligations to our customers.
     In addition, one or more of our manufacturers may obtain licenses from us to manufacture CDMA integrated circuits that compete with our products. In this event, the manufacturer could elect to allocate scarce components and manufacturing capacity to their own products and reduce deliveries to us. In the event of a loss of or a decision to change a key third party manufacturer, qualifying a new manufacturer and commencing volume production or testing could involve delay and expense, resulting in lost revenues, reduced operating margins and possible loss of customers.
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 markets. 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 enter new international markets. 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 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 be able to maintain a desired rate of growth inprotect our business.
     Our international customers sell their products to markets throughout the world, including China, India, Japan, Korea, North America, South America and Europe. We distinguish revenues from external customers by geographic areas based on customer location. Consolidated revenues from international customersproprietary intellectual property rights as a percentage of total revenues were 82%, 79% and 77% in fiscal 2005, 2004 and 2003, respectively. Because most 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 foreign currencies.
     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:
changes in legal or regulatory requirements, including regulations governing the materials used in our products;
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;
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;
difficulty in attracting qualified personnel and managing foreign activities;
recessions in economies outside the United States;
longer payment cycles for and greater difficulties collecting accounts receivable;
export controls, tariffs and other trade protection measures;
fluctuations in currency exchange rates;
inflation and deflation;
nationalization, expropriation and limitations on repatriation of cash;
social, economic and political instability;
natural disasters, acts of terrorism, widespread illness and war;
taxation; and
changes in laws and policies affecting trade, foreign investments, licensing practices and loans.
     In addition to general risks associated with our international sales, licensing activities and operations, we are also subject to risks specific to the individual countries in which we do business.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 or be enforced in a way detrimental to our licensing program or to the sale or use of our products or technology. Declines
     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 currency valuesturn, 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 selected regions maysome way unlawful could 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. During fiscal 2005, 37% and 21% of our revenues were from customers and licensees based in South Korea and Japan, respectively, as compared to 43% and 18%, respectively, during fiscal 2004, and 45% and 15% during fiscal 2003, respectively. These customers based in South Korea and Japan sell their products to markets worldwide, including Japan, South Korea, 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 and Japan, or the economies of the major markets they serve would materially harm our business.
     The wireless markets in China and India, among others, represent growth opportunities for us. If wireless carriers 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 phone sales to their customers. Increases in phone prices that negatively impact phone sales can result from changes in regulatory policies related to phone subsidies. Limitations or changes in policy on phone subsidies in South Korea, Japan, China and other countries may have additional negative impacts on our revenues.
     We expect that royalty revenues from international licensees based upon sales of their products outside of the United States will continue to represent a significant portion of our total revenues in the future. Our royalty revenues from international licensees are denominated in U.S. dollars. To the extent that such licensees’ products are sold in foreign currencies, any royalties that we derive as a result of such sales are subject to fluctuations in currency exchange rates. In addition, 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 revenues.
Currency fluctuations could negatively affect future product sales or royalty revenue, 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.

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Adverse movements in currency exchange rates may negatively affect our business due to a number of situations, including the following:
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 expand into new markets.
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.
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 anticipated revenues and cash flows.
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.
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.
Strengthening of currency values in selected regions may adversely affect our operating results because the activities of our foreign subsidiaries may become more expensive in U.S. dollars.
Strengthening of 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.
We may engage in strategic transactions that could result in significant charges or management disruption and fail to enhance stockholder value.
     From time to time, we engagecompanies 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 strategic transactions withour industry. These claims have resulted and may again result in our involvement in litigation. We may not prevail in such litigation given the goal of maximizing stockholder value. In the past we have acquired businesses, entered into joint venturescomplex technical issues and made strategic investmentsinherent uncertainties in or loans to CDMA wireless operators, early stage companies, or venture funds to support global adoption of CDMA and the use of the wireless Internet. Mostintellectual property litigation. If any of our strategic investments entail a high degree of riskproducts were found to infringe on another company’s 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 will not become liquid until more than one year from the date of investment, if at all. We cannot assure you that our strategic investments (either those we currently hold or future investments) will generate financial returns or that they will result in increased adoption or continued use of CDMA technologies.selling such products.
     We expect that we will continue to evaluate potential strategic transactionsbe involved in litigation and alternatives thatmay 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 negotiations. We may not be successful and, if we believe may enhance stockholder value. These potential future transactions may includeare not, the range of possible outcomes includes everything from a varietyroyalty payment to an injunction on the sale of different business arrangements, including acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and equity or debt investments. Althoughcertain of our goal is to maximize stockholder value, such transactions may impair stockholder value or otherwise adversely affectchipsets (and on the sale of our businesscustomers’ devices using our chipsets) and the trading priceimposition of royalty payments that might make purchases of our stock. Anychipsets less economical for our customers. A negative outcome in any such transaction may require uslitigation 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 incur non-recurringwireless 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 charges and/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 consolidateaddress, result in costly litigation, divert the efforts of our technical and management personnel or record our equity in losses and may pose significant integration challenges and/cause product release or management and business disruptions,shipment delays, any of which could harmhave a material adverse effect upon our operating resultsresults. 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 business.
Defects or errorstheir 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 products and services chipset market share and/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.
     Our products are inherently complex and may contain defects and errors that are detected only when the products are in use. Further, because our products and services are responsible for critical functionsa reduction in our customers’ productslicensees’ sales to wireless operators, causing a corresponding decline in our chipset and/or networks, such defectslicensing 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 errorsother product manufacturers are required to obtain additional licenses and/or pay royalties to one or more patent holders, this could have a serious impactmaterial adverse effect on the commercial implementation of our customers, which could damageCDMA or multimode products and technologies, demand for our reputation, harmlicensees’ products, and 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 otherprofitability.

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difficulties could adversely affect our ability     Other companies or entities also have, and thatmay again, commence actions seeking to establish the invalidity of our customerspatents. 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 licenseestime consuming to ship products on a timely basis as well as customer or licensee demand foraddress, divert management attention from our products. Any such shipment delays or declines in demand could reduce our revenuesbusiness 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 which could require significant product recalls, reworks and/or repairs which 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.
Global economic conditions that impact the wireless communications industry could negatively affect our revenues and operating results.
Global economic conditions can have wide-ranging effects on markets that we serve, particularly wireless communications equipment manufacturers and wireless network operators. We cannot predict negative events, such as war, that may have adverse effects on the economy or on phone inventories at CDMA equipment manufacturers and operators. The continued threat of terrorism and heightened security and military action in response to this threat, or any future acts of terrorism, may cause disruptions to the global economy and to the wireless communications industry and create uncertainties. Recent reports suggest that inflation could have adverse effects on the global economy and capital markets. Inflation could adversely affect our customers, including their ability to obtain financing, upgrade wireless networks and purchase our products and services, and our end consumers, by lowering their standards of living and diminishing their ability to purchase wireless devices based on our technology. Inflation could also increase our costs of raw materials and operating expenses and harm our business in other ways. Should such negative events occur, subsequent economic recovery may 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.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:
  comprehensiveness of products and technologies;
 
  value addedvalue-added features which drive replacement rates;rates and selling prices;
 
  manufacturing capability;
 
  scalability and the ability of the system technology to meet customers’ immediate and future network requirements;
 
  product performance and quality;
 
  design and engineering capabilities;
 
  compliance with industry standards;
 
  time to market;time-to-market;
 
  system cost; and
 
  customer support.
     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

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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, and WiMax) and companies that design competing CDMACDMA-based integrated circuits are generally included amongst our competitors.competitors or potential competitors in the United States or abroad. Examples of such competitors (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, Broadcom, Nokia, Samsung, Agere,nVidia, Renesas, ST-NXP Wireless, Texas Instruments, VIA Telecom and VIA Telecom.the recently announced joint venture between Ericsson Mobile Platforms and ST-NXP Wireless. With respect to our QWBSQES 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:
  longer operating histories and presence in key markets;market presence;
 
  greater name recognition;
 
  motivation by our customers in certain circumstances to find alternate suppliers;
 
  access to larger customer bases;
economies of scale and cost structure advantages;
 
  greater sales and marketing, manufacturing, distribution, technical and other resources than we have.resources; and
government support of other technologies (e.g. GSM).

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     As a result of these and other factors, our competitors may be more successful than us. In addition, we anticipate additional competitors will enter the market forbegin 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.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 product’s 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 Division’s 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 relationships with us. Our QMT Division had $277 million in assets (including $134 million in goodwill) at September 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 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.

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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 supplier’s 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 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.

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Our operating resultssuppliers 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 substantial quarterlythe 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 annual fluctuationsservice 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 downturns.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 QTL’s licensing and royalty revenues, the invoiced address of our licensees. Consolidated revenues from international customers as a percentage of total revenues were 91% in fiscal 2008 and 87% in both fiscal 2007 and 2006. 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 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:
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;
challenges pending before foreign competition agencies to the pricing and integration of additional features and functionality into our wireless chipset products;
our inability to succeed in significant foreign markets, such as China, India or Europe;
cultural differences in the conduct of business;
difficulty in attracting qualified personnel and managing foreign activities;
longer payment cycles for and greater difficulties collecting accounts receivable;
export controls, tariffs and other trade protection measures;
nationalization, expropriation and limitations on repatriation of cash;
social, economic and political instability;
natural disasters, acts of terrorism, widespread illness and war;
taxation;
variability in the value of the dollar against foreign currency; and
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.

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     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:
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.
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.
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.
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.
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.
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.
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.
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.
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.
Weakening currency values in selected regions may adversely affect the value of our marketable securities issued in foreign markets.

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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.
     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:
retaining key employees;
maintenance of important relationships of Qualcomm and the acquired business;
minimizing the diversion of management’s attention from ongoing business matters;
coordinating geographically separate organizations;
consolidating research and development operations; and
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 revenues, earnings and other operating results have fluctuated significantly in the pastproducts are inherently complex and may fluctuate significantlycontain defects and errors that are detected only when the products are in the future. General economicuse. 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 conditions causingdifficulties could adversely affect our ability, and that of our customers and licensees, to ship products on a downturntimely 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 market forcapacity 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 technology, and in turn affecting the timingproducts of customer ordersour customers or causing cancellations or rescheduling of orders,licensees could alsoharm our reputation and/or adversely affect the growth of 3G wireless markets.

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     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. Moreover,In addition, a product liability claim or recall, whether against our licensees, customers may change delivery schedules or cancel or reduce orders without incurring significant penaltiesus could harm our reputation and generally areresult in decreased demand for our products.
MediaFLO USA does not subjectfully control promotional activities necessary to minimum purchase requirements.stimulate demand for our services.
     Our futureMediaFLO 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 operator’s 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 and Firethorn businesses, respectively.
     Customer acceptance of the services our MediaFLO 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 affectedharmed 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 many factors, including, but not limited to: our ability to retain existing and potential customers and licensees.
     In addition, inaccuracies in our demand forecasts, or secure anticipated customers or licensees, both domestically and internationally; our abilityfailure of the systems used to develop introducethe forecasts, could quickly result in either insufficient or excessive inventories and market new technology, productsdisproportionate overhead expenses. If we ineffectively manage our growth or are unsuccessful in recruiting and services on a timely basis; management of inventory by usretaining personnel, our business 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; the Flarion acquisition; and other factors described elsewhere in this Annual Report and in these risk factors. Our cash investments represent a significant asset 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.
     These factors affecting our future operating results are difficult to forecast and could harm our quarterly or annual operating results. If our operating results 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 couldwill be brought against us and/or the market price of our common stock could decline.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;
 
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;
 
  quality deficiencies in services or products;
 
  announcements regarding financial developments or technological innovations;
 
  international developments, such as technology mandates, political developments or changes in economic policies;
 
  lack of capital to invest in 3G networks;
 
  new commercial products;
 
  changes in recommendations of securities analysts;
 
  general stock market volatility;
disruption in the U.S. and foreign credit and financial markets affecting both the availability of credit and credit spreads on investment securities;
government regulations, including stock option accounting and tax regulations;
 
  energy blackouts;
 
  acts of terrorism and war;
 
  inflation and deflation;
 
  concerns regarding global economic conditions that may impact one or more of the countries in which we, our customers or our licensees compete;
widespread illness;
 
  proprietary rights or product or patent litigation against us or against our customers or licensees;
 
  strategic transactions, such as spin-offs, acquisitions and divestitures; or
 
  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.
     From time to time, we may repurchase our common stock at prices that may later be higher than the market value of the stock on the repurchase date. This could result in a loss of value for stockholders if new shares are issued at lower prices.
In the past, securities class action litigation often has often 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 management’s 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 adoption of option expensingassumptions 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 Internetinternet 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. While our research and development activities have resulted in inventions relating to applications of GPRS, EDGE, OFDM, OFDMA and MIMO and hundreds of issued or pending patent applications, there can be no assurance that our patent portfolio in these areas would be as valuable as our CDMA portfolio. Further, if OFDMA technology is not adopted and deployed commercially, our anticipated investment in Flarion and OFDMA technology may not provide us a significant return on investment. We also continue to invest in the development of our BREW applications

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development platform, our MediaFLO MDS and FLO technology and our iMoDIMOD display technology. AllCertain of these new products and technologies face significant competition, and we cannot assure you 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.

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     The market for our wireless products and technology is characterized by many factors, including:
  rapid technological advances and evolving industry standards;
 
  changes in customer requirements;requirements and consumer expectations;
 
  frequent introductions of new products and enhancements;
 
  evolving methods for transmission of wireless voice and data communications; and
 
  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.
The enforcement and protectionChanges in assumptions used to estimate the values of share-based compensation have a significant effect on our intellectual property rights may be expensive and could divert our valuable resources.reported results.
     We rely primarilyare 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 patent, copyright, trademarkour reported earnings, although it will not affect our cash flows, and trade secret laws, as well as nondisclosure and confidentiality agreements and other methods,could adversely impact our ability to protectprovide accurate guidance on 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 thatfuture reported financial results due to 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 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 anyvariability of the international standards bodies, foreign factors used to estimate the values of share-based payments. If factors change and/or domestic, with respect to intellectual property enforcementwe employ different assumptions or licensing, issuance of wireless licenses ordifferent valuation methods in future periods, the adoption of standards,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 not be changedadopt different valuation models in the future. This may result in a way detrimental to our licensing program or tolack of consistency in future periods and materially affect the sale or usefair value estimate of our products or technology. Any action we take to influence such potential changes could absorb significant management time and attention, which,share-based payments. It may also result in turn, could negatively impact our operating results.
     The vast majoritya lack of our patents and patent applications relate to our CDMA digital wireless communications technology and much of the remainder of our patents and patent applications relate to our other technologies and products. Litigation may be required 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 proprietary rights 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 bycomparability with other companies that we infringe their intellectual property or that patents on which we relyuse different models, methods and assumptions.
     Theoretical valuation models and market-based methods are invalid could adversely affect our business.
     From time to time, companies may assert patent, copyrightevolving and other intellectual proprietary rights against our products or products using our technologies or other technologies used in our industry. These claims may result in our involvement in litigation. We may not prevail in such litigation given the complex technical issueslower or higher fair value estimates for share-based compensation. The timing, readiness, adoption, general acceptance, reliability and inherent uncertainties in intellectual property litigation. If any of our products were found to infringe on another company’s intellectual property rights, we could be required to redesign our products or 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.
     In addition, as the number of competitors in our market increases and the functionality of our products is enhanced and overlaps with the products of other companies, we may become subject to claims of infringement or misappropriation of the intellectual property rights of others. Any claims, with or without merit, could be time

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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 licensees could also become the targets of litigation. Any such litigation could severely disrupt the business of our licensees, which in turn could hurt our relations with our licensees and cause our revenues to decrease.
     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 may 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 or determine that the patent is not enforceable, which could harm our competitive position. If any of our key patents are invalidated, or if the scope of the claims in anytesting of these patentsmethods is limiteduncertain. 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 court decision, we could be prevented from licensingus, 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 invalidated or limited portion of such patents. Even if such a patent challenge is not successful, it could be expensive and time consumingbenefits to address, divert management attention from our business and harm our reputation.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 be adversely affected if tax or accounting rules regarding unrepatriated earnings change or if domestic cash needs require us to repatriate foreign earnings.

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The high amount of capital required to obtain radio frequency licenses, and 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; and expand wireless networks to grow voice and data services.services; and obtain new subscribers. The significant cost of licenses, and 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 we experience product liability claims or recalls, we may incur significant expenses and experience decreased demand for our products.
     Testing, manufacturing, marketing and use of our products and those of our licensees and customers entails the risk of product liability. Although we believe our product liability insurance will be adequate to protect against product liability claims, we cannot assure you that we will be able to continue to maintain such insurance at a reasonable cost or in sufficient amounts to protect us against losses due to product liability. Our inability to maintain insurance at an acceptable cost or to otherwise protect 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. Furthermore, not all losses associated with alleged product failure are insurable. In addition, a product liability claim or recall, whether against us, our licensees or customers, could harm our reputation and result in decreased demand for our products.
If wireless phonesdevices 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 phones,devices, which wouldmay 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.phones and other wireless devices. In addition, interest groups

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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 phonesdevices 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 QWBS business dependsQES and MediaFLO businesses depend on the availability of satellite and other networks.
     Our OmniTRACS system currently operatesand OmniVision systems operate on leased Kurtz-under band (Ku-band) satellite transponders in the United States, market on leased Ku-band satellite transponders.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. In February 2007, Globalstar announced that many of its satellites were experiencing an anomaly resulting in degraded performance of the amplifiers for the S-band satellite communications antenna, which, if not remedied, could have a significant adverse impact on Globalstar’s ability to provide uninterrupted two-way voice and data services on a continuous basis in any given location. In October 2007, Globalstar announced that eight Globalstar satellites were successfully launched, and stated that it believes the additional satellites will augment the current operating constellation and improve two-way voice and data services until the launch of the second-generation satellite constellation, which is scheduled to begin in the summer of 2009. If the launch of the satellites does not remedy the problem or if Globalstar is unable to launch a second-generation satellite constellation, this degraded performance will 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 OmniTRACS operationsMediaFLO service through fiscal 2012. Additionally, our MediaFLO transmitter sites are monitored and controlled by a variety of terrestrial-based data circuits relying on various terrestrial and satellite communication networks operated by third parties. A failure to maintain adequate satellite capacity could harm our business, operating results, liquidity and financial position. QWBS terrestrial-based products rely on various wireless terrestrial communication networks operated by third parties. Theor the unavailability or nonperformance of thesethe terrestrial-based network systems could harmhave an adverse effect on our business.business and operating results.

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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.
     MessageData transmissions for QWBSQES 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. BothContent 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 September 28, 2008, we had authority to repurchase up to $2.0 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 program’s 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 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.

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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.
Our business     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 operating results will be harmed if we are unablespectrum referred to manage growthas 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 business.
     Certain of In addition, we hold licenses for the spectrum referred to as B Block in the Lower 700 MHz Band for use initially in our businesses have experienced periods of rapid growth that have placed, and may continue to place, significant demands on our managerial, operational and financial resources. In order to manage this growth, we must continue to improve and expand our management, operational and financial systems and controls, including quality

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control and delivery and service capabilities. We also need to continue to expand, train and manage our employee base. We must carefully managevarious research and development capabilitiesinitiatives. In using the licensed spectrum, we are regulated by the FCC pursuant to the terms of our licenses and productionthe Federal Communications Act of 1934, as amended, and inventory levelspursuant to meet product demand, new product introductions and product and technology transitions. We cannot assure you thatPart 27 of the FCC’s 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 will behold licenses. Unless we are able to timelyobtain relief, existing laws and effectively meet that demand and maintain the quality standards required byregulations may inhibit our existing and potential customers and licensees.
     In addition, inaccuracies in our demand forecasts, or failure of the systems usedability 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,expand our business and operating results will be harmed.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. 
     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 Kingdom’s 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 significant increases in human resources,resource needs, particularly in engineering, through fiscal 2006.2009. 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. The loss of one or more of our key employees or our inability to attract, retain and motivate qualified personnel could negatively impact our ability to design, develop and commercialize our products and technology.
     Since our inception, we have used stock options and other long-term equity incentives as a fundamental component of our employee compensation packages. We believe that stock options and other long-term equity incentives directly motivate our employees to maximize long-term stockholder value and, through the use of long-term vesting, encourage employees to remain with us. To the extent that new regulations make it less attractive to grant optionsshare-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.
Future changes in financial accounting standards or practices or existing taxation rules or practices may cause adverse unexpected revenue fluctuations and affect our reported results of operations.
     A change in accounting standards or practices or a change in existing taxation rules or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and taxation rules and varying interpretations of accounting pronouncements and taxation practice have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.
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 maymight also be harmed. In addition, it has become more difficult and more expensive for us to obtain director and officer liability insurance, and we have purchased reduced coverage at substantially higher cost than in the past. 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.

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Our stockholder rights plan, certificate of incorporationcharter documents and Delaware law could adversely affect the performance of our stock.limit transactions in which stockholders might obtain a premium over current market prices.
     Our certificate of incorporation provides for cumulative voting in the election of directors. In addition, our certificate of incorporation provides for a classified board of directors and includes a provision that requires the approval of holders of at least 66 2/3% of our voting stock as a condition to a mergercertain mergers or certain other business transactions with, or proposed by, a holder of 15% or more of our voting stock. This approval is not required in cases where certain of our directors approve the transaction or where certain minimum price criteria and other procedural requirements are met. Our certificate of incorporation also requires the approval of holders of at least 66 2/3% of our voting stock to amend or change the provisions mentioned relating to the classified board, cumulative voting or the transaction approval. Under our bylaws,charter documents, stockholders are not permitted to call special meetings of our stockholders. Finally, our certificate of incorporation provides that any action requiredstockholders or permittedto act by our stockholders must be effected at a duly called annual or special meeting rather than by any consent in writing.
     The classified board, transaction approval, special meeting and otherwritten consent. These charter provisions may discourage certain types of transactions involving an actual or potential change in our control.control, including those offering stockholders a premium over current market prices. These provisions may also discourage certain types of transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices and may limit our stockholders’ ability to approve transactions that they may deem to be in their best interests.
     Further, we have distributed a dividendour Board of one right for each outstanding shareDirectors has the authority under Delaware law to fix the rights and preferences of our commonand issue shares of preferred stock, pursuant to the terms ofand our preferred share purchase rights agreement. These rightsagreement 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 of directorswith greater ability to maximize shareholder value, these rights could deter takeover attempts that the board finds inadequate and may have the effect of deterring hostile takeover attempts. In addition, our board of directors has the authoritymake it more difficult to fix the rights and preferences of and issue shares of preferred stock. This right may have the effect of delaying or preventingbring about a change in our control without action by our stockholders.ownership.
Item 1B. Unresolved Staff Comments
     None.

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Item 2. Properties
     At September 25, 2005,28, 2008, we occupied the indicated square footage in the owned or leased facilities described below (square footage in thousands):
                    
Number Total   Total  
of Square   Square  
Buildings Location Status Footage Primary Use Location Status Footage Primary Use
15 United States Owned  1,860  Executive and administrative offices, research and development, sales and marketing, service functions, manufacturing and network management hub.
33 United States Owned  3,445  Executive and administrative offices, research and development, sales and marketing, service functions, manufacturing and network management hub.
          
36 United States Leased  1,232  Administrative offices, research and development, sales and marketing, service functions and network management hub.
41 United States Leased  1,372  Administrative offices, research and development, sales and marketing, service functions and network management hub.
          
7 Mexico Leased  125  Administrative offices, sales and marketing, service functions, manufacturing and network operating centers.
10 Mexico Leased  317  Administrative offices, sales and marketing, service functions, manufacturing and network operating centers.
6 India Leased  253  Administrative offices, research and development and sales and marketing.
4 China Leased  98  Administrative offices, research and development, sales and marketing, service functions and network operating centers.
4 England Leased  71  Administrative offices, research and development and sales and marketing.
          
3 China Leased  83  Administrative offices, research and development, sales and marketing, service functions and network operating centers. Korea Leased  75  Administrative offices, research and development and sales and marketing.
          
5 Korea Leased  60  Administrative offices, research and development and sales and marketing.
1 India Owned  56  Administrative offices, research and development and sales and marketing.
          
1 India Owned  56  Administrative offices, research and development and sales and marketing. Israel Leased  51  Administrative offices, research and development and sales and marketing.
          
4 England Leased  52  Administrative offices, research and development and sales and marketing. Taiwan Leased  47  Administrative offices, research and development and sales and marketing.
          
5 India Leased  41  Administrative offices, research and development and sales and marketing. Singapore Leased  47  Administrative offices, research and development and sales and marketing.
          
1 Israel Leased  38  Administrative offices, research and development and sales and marketing.
          
4 Germany Leased  22  Administrative offices, research and development and sales and marketing.
          
56 Other International Leased  146  Administrative offices, research and development and
32 Other International Leased  150  Administrative offices, research and development and sales and marketing.
                    
         sales and marketing.
           Total square footage  5,982   
 Total square footage    3,715             
          
     In addition to the facilities above, we also own or lease an additional approximate 661,000approximately 296,000 square feet of properties that are leased or subleased to third parties. Our facility leases expire at varying dates through 20152019 not including renewals that would be at our option. As of September 28, 2008, we also lease space on base station towers and buildings pursuant to 357 lease arrangements for our MediaFLO USA network. The majority of our cell site leases have an initial term of five to seven years with renewal options of up to five additional five-year periods.

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     We started construction of twoSeveral owned and leased facilities in San Diego, California in fiscal 2003,are under construction totaling approximately one million185,000 additional square feet to meet the requirements projected in our long-term business plan. In fiscal 2005, we announced our plans to expand our backup Network Management Center in Las Vegas, which uses satellite and terrestrial-based technologies to track freight transportation and shipping nationwide, by approximately two hundred thousand square feet. We expect to place the new and expanded facilities in service starting in fiscal 2006 through fiscal 2008. We believe that our facilities will be suitable and adequate for the present purposes and that the productive capacity in such facilities is substantially being utilized. In the future, we may need to purchase, build or lease additional facilities to meet the requirements projected in our long-term business plan.
Item 3. Legal Proceedings
Durante, et al v. QUALCOMM: On February 2, 2000, three former employees filed a putative class action against us, alleging unlawful age discrimination in their selection for layoff in 1999, and seeking monetary damages based thereon. On June 18, 2003, the Court ordered decertification of the class and dismissed all remaining claims of the plaintiffs. On August 1, 2005, the Ninth Circuit Court of Appeals upheld the judgment in our favor. On June 20, 2003, 76 of the opt-in plaintiffs filed, but did not serve, a new action in the same court, alleging violations of the Age Discrimination in Employment Act as a result of their layoffs in 1999. All plaintiffs have now dismissed all remaining claims in exchange for our agreement not to seek litigation costs against them.
Zoltar Satellite Alarm Systems, Inc. v. QUALCOMM, Inc. and SnapTrack, Inc.: On March 30, 2001, Zoltar Satellite Alarm Systems, Inc. filed suit against us and SnapTrack, Inc. (Snaptrack), a QUALCOMM wholly-owned subsidiary, in the United States District Court for the Northern District of California seeking monetary damages and injunctive relief based on the alleged infringement of three patents. Following a verdict and finding of no infringement of Zoltar’s patent claims, the Court entered a judgment in our and Snaptrack’s favor on Zoltar’s complaint and awarded us and SnapTrack our costs of suit. Zoltar filed a notice of appeal, and we and SnapTrack filed a responsive notice and motion to dismiss. Zoltar’s appeal was dismissed and the issue of reaching a final judgment on issues aside from non-infringement is pending before the district court.
QUALCOMM Incorporated v. Maxim Integrated Products, Inc.:On December 2, 2002, we filed an action in the United States District Court for the Southern District of California against Maxim alleging infringement of three patents and seeking monetary damages and injunctive relief based thereon. We amended the complaint, bringing the total number of patents at issue to four and adding misappropriation of trade secret and unfair competition claims. Maxim counterclaimed against us, alleging antitrust violations, patent misuse and unfair competition seeking monetary damages and injunctive relief based thereon. On May 5, 2004, the Court granted Maxim’s motion that no indirect infringement arose in connection with defendants’ sales of certain products to certain of our licensees. A motion we made for preliminary injunction regarding the alleged trade secret misappropriations by Maxim was heard on January 4, 2005. The Court found that Maxim had acted unlawfully by misappropriating our trade secrets and issued an injunction order prohibiting further misappropriation and requiring Maxim to notify customers of the order. Maxim has sought appellate review of the injunction order.
Whale Telecom Ltd v. QUALCOMM Incorporated:On November 15, 2004, Whale Telecom Ltd. sued us in the New York State Supreme Court, County of New York, seeking monetary damages based on the claim that we fraudulently induced it to enter into certain infrastructure services agreements in 1999 and later interfered with their performance of those agreements.
     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 against usthe Company alleging infringement of ten patents and seeking monetary damages and injunctive relief based thereon. On the same date,following day, Broadcom also filed a complaint in the United States International Trade Commission (ITC) alleging infringement of five of the samefive patents at issue in the Central District Court cases468 case seeking a determination and relief under Section 337 of the Tariff Act of 1930. Allegations relating to two of the Broadcom patent claims filed in the 468 case (which is stayed pending completion of the ITC action) have been dismissed by agreement of the parties. 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 agreement of the parties. A trial relating to the three remaining Broadcom patents in the 467 case was held in May 2007, and on May 29, 2007, the jury rendered a verdict finding willful infringement of the three patents and awarding past damages in the approximate amount of $20 million (the court subsequently vacated the jury’s finding of willfulness). 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 three Broadcom patents, subject to a specified limited license through January 2009 on two of the three patents and with respect to the third patent, a limited license as to one set of products. The immediately enjoined products were those WCDMA products that related to patent number 6,847,686 (the ‘686 patent). With respect to EV-DO products involving the ‘686 patent (as well as products relating to the two remaining patents), the judge’s order provided for a permanent injunction but stayed the effect of that injunction until January 31, 2009 with respect to companies that purchased those enjoined products as of May 29, 2007. The stay was subject to certain conditions, including the Company’s payment of ongoing royalties. Since the second amendment of the injunction order in March 2008, Broadcom filed a motion requesting that Qualcomm be found in contempt of the order on various bases. The court denied the motion in part but granted the motion with respect to the claim that Qualcomm should not have paid for WCDMA chips sold between the date of trial verdict and the injunction, and should not have serviced and supported products using such chips, and that Qualcomm should have paid certain royalties on revenue relating to the QChat product. Since the order, on September 24, 2008, the United States Court of Appeals for the Federal Circuit (Federal Circuit) issued its opinion in the appeal resulting from the trial of the 467 case, upholding the verdict and remedies as to two patents and overturning the verdict and remedy as to the ‘686 patent, finding it invalid. As a result, the district court has issued a third amended injunction order excluding any reference to the invalid patent and amended the contempt findings relating to the invalidated patent. Broadcom has been ordered to repay royalties relating to that patent. Qualcomm has also since filed a notice of appeal as to the contempt ruling and has sought leave from the Federal Circuit for an extension of time to file a motion for a rehearing with respect to issues on the appeal. That extension was granted. Broadcom has filed another motion seeking a ruling that Qualcomm is in violation of the injunction order with respect to certain sales and royalties Broadcom claims are owed under the order. Finally, the patent that was subject to the stay pending reexamination in the USPTO has since emerged from the reexamination process with certain claims cancelled and other claims added. A schedule for the litigation of that patent has not yet been determined, but it is expected to occur in the last half of calendar 2009.
     On February 14, 2006, an ITC hearing also commenced as to three patents alleged by Broadcom to be infringed by the Company. On October 10, 2006, the Administrative Law Judge (ALJ) issued an initial determination in which he recommended against any downstream remedies and found no infringement by the Company on two of the three remaining patents and most of the asserted claims of the third patent. The ALJ did find infringement on some claims of one patent. The ALJ did not recommend excluding chips accused by Broadcom but, instead, recommended a limited exclusion order directed only to chips that are already programmed with a specific software module and recommended a related cease and desist order. The Commission adopted the ALJ’s initial determination on violation and, on June 7, 2007, 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. The Federal Circuit issued stays of the exclusion order with respect to the downstream products of all of the Company’s customers that requested the stay. The Company appealed the infringement finding, the cease and desist

36


order and the exclusion order, and Broadcom appealed certain rulings of the ALJ. Oral arguments took place on July 8, 2008 in the Federal Circuit. On September 19, 2008, the Federal Circuit ruled on Broadcom’s appeal of the ITC’s determination of no violation as to two patents (the ‘311 patent and the ‘675 patent). The Federal Circuit affirmed the ITC’s determination as to the ‘311 patent and affirmed the findings on the ‘675 patent with respect to seven of eight products at issue. As to the latter patent, the court 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 ITC’s cease and desist order by the Company. A hearing on the complaint took place on April 22 through April 24, 2008. The target date for completion of the investigation is August 30, 2009. On October 14, 2008, the Federal Circuit issued an opinion upholding the ITC’s finding that the Company did not directly infringe the ‘983 patent; vacating and remanding the ITC’s finding that the Company indirectly induced infringement of the ‘983 patent; and vacating and remanding the limited exclusion order. The Federal Circuit held that the ITC lacked authority to enjoin products of Qualcomm’s customers pursuant to a limited exclusion order because Broadcom had not named those customers as respondents.
     On April 13, 2007, Broadcom filed a new 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 New Jersey case, referenced below.
     On July 1, 2005, Broadcom filed an action in the United States District Court for the District of New Jersey against usthe 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. DiscoveryOn September 1, 2006, the New Jersey District Court dismissed the complaint; Broadcom appealed. On September 4, 2007, the Court of Appeals for the Third Circuit reinstated two of the eight federal claims and five pendant state claims in Broadcom’s complaint and affirmed the dismissal of the remaining counts. On November 2, 2007, Broadcom filed an amended complaint, adding the allegations from the state court case in California (filed on April 13, 2007) that had been stayed, as discussed above, and a federal antitrust claim based on the California allegations. 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 commenced in the actions.been set.
     QUALCOMM Incorporated v.On October 7, 2008, Broadcom Corporation:On July 11, 2005, we filed an action in the United States District Court for the Southern District of California against Broadcom alleging infringement of seven patents, each of which is essentialseeking declaratory relief regarding patent misuse, patent exhaustion and patent and license unenforceability. The Company has not yet responded to the practice of either the GSM or 802.11 standards, and seeking monetary damages and injunctive relief based thereon. On September 23, 2005, Broadcom answered and counterclaimed, alleging infringement of six patents. Discovery has yet to begin in the action.complaint.

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     QUALCOMM Incorporated v. Broadcom Corporation:On October 14, 2005, wethe Company filed an action in the United States District Court for the Southern District of California against Broadcom alleging infringement of two patents, each of which relates to video encoding and decoding for high-end multimedia processing, and seeking monetary damages and injunctive relief based thereon. In January 2007, a jury rendered a verdict finding the patents valid but not infringed. In a subsequent ruling, the trial judge held that the Company was not guilty of inequitable conduct before the USPTO, but the Company’s actions in a video-encoding standards development organization amounted to a waiver of the right to enforce the patents under any circumstances. The court also ordered the Company to pay Broadcom’s attorneys’ fees and costs for the case. The Company and Broadcom each filed notices of appeal, but Broadcom subsequently dismissed its appeal. Oral argument in the Federal Circuit was held on August 5, 2008. On January 7, 2008, the Magistrate Judge considering Broadcom’s motions for sanctions against the Company for discovery violations issued an order sanctioning the Company and eight of its retained outside attorneys for those discovery violations. The Magistrate Judge referred the eight outside attorneys to the California State Bar for an investigation into possible ethics violations and ordered the Company to participate in a process to create a model discovery protocol. The Magistrate Judge reaffirmed the District Court’s previous award of Broadcom’s attorneys’ fees. On March 5, 2008, the District Court vacated the portion of the Magistrate Judge’s order only as it relates to the sanctions imposed on the Company’s outside counsel and remanded the case to the Magistrate Judge for further proceedings on those issues.
Actions by the Company and its subsidiaries against Nokia Corporation and/or Nokia Inc.:On July 23, 2008, the Company announced that it had reached agreement with Nokia Corporation and Nokia Inc. to resolve all pending litigation between the parties, and the parties have either obtained dismissals or are in the process of seeking dismissal of all litigation between the parties. The various litigation matters between the parties in different jurisdictions around the world that were terminated during the fourth quarter involved claims of patent infringement and breach of contract by each party against the other and were previously disclosed in our prior SEC filings.

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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 yetreceived the complaints and has submitted replies to answer.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 based hereon. The District Court suit for damages is stayed pending resolution of the ITC proceeding. The ITC instituted the investigation on May 15, 2007. The patents at issue are being reexamined by the USPTO based on petitions filed by a third-party. The USPTO’s 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 February 26, 2008, the ALJ stayed the ITC proceedings pending completion of the USPTO’s reexamination proceedings. On March 27, 2008, the Commission reversed the ALJ’s order and ordered the ITC proceeding to be reinstated. The evidentiary hearing occurred on July 14 through July 18, 2008, and the investigation is targeted for completion by April 3, 2009.
     Other:We haveThe 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, including In re Wireless Telephone Frequency Emissions Products Liability Litigation, United States District Court for the District of Maryland, and several individually filed actions pending in Pennsylvania and Washington D.C., seeking monetary damages arising out of its sale of cellular phones. On March 5, 2003, the Court granted the defendants’ motions to dismiss five of the consolidated cases (Pinney, Gimpleson, Gillian, Farina and Naquin) on the grounds that the claims were preempted by federal law. On March 21, 2005, the 4th Circuit Court of Appeals reversed the ruling by the District Court and ordered the cases remanded to state court. All remaining cases filed against us allege personal injury as a result of their use of a wireless telephone. Those cases have been remanded to the Washington, D.C. Superior Court. 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.
     On October 28, 2005, it was reportedIn 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 Company’s licensing practices. The Superior Court action has been removed to the San Diego Federal Court, and the plaintiff’s request for remand has been denied. The Company has filed motions to dismiss the complaints.
     The Company understands that six telecommunicationstwo U.S. companies (Broadcom, Nokia, Texas(Texas Instruments NEC, Panasonic and Ericsson)Broadcom) and two South Korean companies (Nextreaming Corp. and Thin Multimedia, Inc.) have filed complaints with the EuropeanKorea Fair Trade Commission alleging that we violated European Union competition lawthe Company’s business practices are, in our WCDMA licensing practices.some way, a violation of South Korean anti-trust regulations. To date, we havethe Company has not been formally served withreceived the complaints.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.
     The Japan Fair Trade Commission has also received unspecified complaints alleging the Company’s 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 ourthe Company’s operating results, liquidity or financial position, we believethe Company believes the claims made by other parties are without merit and will vigorously defend the actions. We haveOther than amounts relating to theBroadcom Corporation v. QUALCOMM Incorporatedmatter, the Company has not recorded any accrual for contingent liabilityliabilities associated with the other legal proceedings described above based on ourthe Company’s belief that a liability,additional liabilities, while possible, isare not probable. Further, any possible range of loss cannot be estimated at this time. We areThe Company is engaged in numerous other legal actions arising in the ordinary course of its business and believebelieves that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position. In addition, some matters that have previously been disclosed may no longer be described because of rulings in the case, settlements, changes in our business or other developments rendering them, in our judgment, no longer material to ourits operating results, liquidity or financial position.
Item 4. Submission of Matters to a Vote of Security Holders
     No matters were submitted to a vote of security holders during the quarter ended September 25, 2005.28, 2008.

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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
     On July 13, 2004, we announced a two-for-one stock split in the form of a stock dividend. Stock was distributed on August 13, 2004 to stockholders of record as of July 23, 2004. All references in this Annual Report to number of shares and per share amounts reflect the stock split.
Market Information
     Our common stock is traded on the NASDAQ NationalGlobal Select Market under the symbol “QCOM.” The following table sets forth the range of high and low sales prices on the NationalNASDAQ Stock Market of the common stock for the fiscal periods indicated, as reported by NASDAQ. Such quotations represent inter-dealer prices without retail markup, markdown or commission and may not necessarily represent actual transactions.
                
 High ($) Low ($) High ($) Low ($)
Fiscal 2004
 
2007
 
First quarter 26.82 20.50  40.99 34.10 
Second quarter 32.64 26.40  44.12 36.79 
Third quarter 35.03 30.90  47.72 40.98 
Fourth quarter 41.17 33.66  45.58 35.23 
  
Fiscal 2005
 
2008
 
First quarter 44.99 37.71  43.40 36.60 
Second quarter 44.91 33.99  44.85 35.17 
Third quarter 38.52 32.08  50.82 39.75 
Fourth quarter 44.92 32.98  56.88 37.82 
     As of October 31, 2005,November 4, 2008, there were 10,5959,496 holders of record of our common stock. On October 31, 2005,November 4, 2008, the last sale price reported on the NASDAQ NationalStock Market for our common stock was $39.76$37.96 per share.
Dividends
     On March 2, 2004,13, 2007, we announced an increase in our quarterly dividend from $0.035$0.12 to $0.050$0.14 per share on our common stock. On July 13, 2004,March 11, 2008, we announced an increase in our quarterly dividend from $0.050$0.14 to $0.070$0.16 per share on our common stock. On March 8, 2005, we announced an increase in our quarterly dividend from $0.070 to $0.090 per share on ourof common stock. Cash dividends announced in fiscal 20042007 and 20052008 were as follows (in millions, except per share data):

36

             
          Cumulative 
  Per Share  Total  by Fiscal Year 
2007
            
First quarter $0.12  $198  $198 
Second quarter  0.12   200   398 
Third quarter  0.14   234   632 
Fourth quarter  0.14   230   862 
           
  $0.52  $862     
           
             
2008
            
First quarter $0.14  $228  $228 
Second quarter  0.14   227   455 
Third quarter  0.16   261   716 
Fourth quarter  0.16   266   982 
           
  $0.60  $982     
           


             
          Cumulative 
  Per Share  Total  by Fiscal Year 
Fiscal 2004
            
First quarter $0.07  (1) $112  $112 
Second quarter  0.05   81   193 
Third quarter    (2)     193 
Fourth quarter  0.07   114  $307 
           
Total $0.19  $307     
           
Fiscal 2005
            
First quarter $0.07  $115  $115 
Second quarter  0.07   115   230 
Third quarter  0.09   147   377 
Fourth quarter  0.09   147  $524 
           
Total $0.32  $524     
           
(1)In the first quarter of fiscal 2004, we announced two dividends of $0.035 per share which were paid in the first and second quarters of fiscal 2004.
(2)We paid a dividend of $0.05 per share in the third quarter of fiscal 2004 that had been announced in the second quarter of fiscal 2004.
     On October 10, 2005,22, 2008, we announced a cash dividend of $0.09$0.16 per share on our common stock, payable on January 4, 20067, 2009 to stockholders of record as of December 7, 2005.11, 2008. We intend to continue to pay quarterly dividends subject to capital availability and periodic determinations that cash dividends are in the best interests of our stockholders. Future dividends may be affected by, among other items, our views on potential future capital requirements, including those relating 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.

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Stock OptionsShare-Based Compensation
     OurWe primarily issue stock optionoptions under our share-based compensation plans, which are part of a broad-based, long-term retention program that is intended to attract and retain talented employees and directors and align stockholder and employee interests.
     Pursuant to our 2001 Stock Option2006 Long-Term Incentive Plan (2001(2006 Plan), we may grant options to selected employees, directors and consultants to purchase shares of our common stock at a price not less than the fair market value of the stock at the date of grant. The 20012006 Plan provides for the grant of both incentive stock options and non-qualified stock options.options as well as stock appreciation rights, restricted stock, restricted stock units, performance units and shares and other stock-based awards. Generally, options outstanding vest over five years and are exercisable for up to 10 years from the grant date. We also may grant options pursuant to our 2001 Non-Employee Directors’ Stock Option Plan (the 2001 Directors’ Plan). This plan provides for non-qualified stock options to be granted to non-employee directors at an exercise price of not less than fair market value of the stock at the date of grant, vesting over periods not exceeding five years and exercisable for up to 10 years from the grant date. The Board of Directors may terminate the 2001 Plan and/or the 2001 Directors’2006 Plan at any time though it must, nevertheless, honor any stock options previously granted pursuant to the plans.time.
     Additional information regarding our stock option plans and plan activity for fiscal 2005, 20042008, 2007 and 20032006 is provided in the notes to our consolidated financial statements in this Annual Report in “Notes to Consolidated Financial Statements, Note 8 —7 – Employee Benefit Plans” and in our 20062009 Proxy Statement under the heading “Equity Compensation Plan Information.”
Issuer Purchases of Equity Securities
     On March 8, 2005,11, 2008, we announced that we had been authorized theto repurchase of up to $2$2.0 billion of the Company’sour common stock with no expiration date. During fiscal 2005, we repurchased and retired 27,083,000 shares of our common stock for $953 million. In connection with thisThe $2.0 billion stock repurchase program we have two put options outstanding at September 25, 2005, with expiration datesreplaced a $3.0 billion stock repurchase program, of December 7, 2005 and March 21, 2006, that may require us to repurchase 11,500,000 shares for $411 million (net of the option premiums received). At September 25, 2005, $636which $2 million remained authorized for repurchasesrepurchase. We did not repurchase any of our shares under the $2.0 billion stock repurchase program in the fourth quarter of fiscal 2008.
Performance Measurement Comparison of Stockholder Return
     The following graph compares total stockholder return on our common stock since September 28, 2003 to two indices: the Standard & Poor’s 500 Stock Index (the S&P 500) and the Nasdaq Total Return Index for Communications Equipment Stocks, SIC 3660-3669 (the Nasdaq Industry). The S&P 500 tracks the aggregate price performance of the equity securities of 500 United States companies selected by Standard & Poor’s Index Committee to include companies in leading industries and to reflect the United States stock market. The NASDAQ Industry tracks the aggregate price performance of equity securities of communications equipment companies traded on the NASDAQ Stock Market. The total return for our stock repurchase program.and for each index assumes the reinvestment of dividends and is based on the returns of the component companies weighted according to their capitalizations as of the end of each annual period. We began paying dividends on our common stock on March 31, 2003. Our common stock is traded on the NASDAQ Global Select Market and is a component of each of the S&P 500 and the NASDAQ Industry.

3740


Comparison of Cumulative Total Return on Investment Since
September 28, 2003
(1)
       The Company’s closing stock price on September 26, 2008, the last trading day of the Company’s 2008 fiscal year, was $45.84 per share.
(1)Shows the cumulative total return on investment assuming an investment of $100 in each of our common stock, the S&P 500 and the Nasdaq Industry on September 28, 2003. All returns are reported as of our fiscal year end, which is the last Sunday of the month in which the fourth quarter ends, whereas the numbers for the S&P 500 are calculated as of the last day of the month in which the corresponding quarter ends.

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Item 6. Selected Financial Data
     The following balance sheet data and statementsstatement of operations data for the five fiscal years ended September 28, 2008, September 30, 2007, September 24, 2006, September 25, 2005 and September 26, 2004 September 28, 2003, September 29, 2002 and September 30, 2001 were derived from our audited consolidated financial statements. Consolidated balance sheets at September 25, 200528, 2008 and September 26, 200430, 2007 and the related consolidated statements of operations and of cash flows for fiscal 2005, 20042008, 2007 and 20032006 and notes thereto appear elsewhere herein. The data should be read in conjunction with the annual consolidated financial statements, related notes and other financial information appearing elsewhere herein.
                     
  Years Ended (1) 
  September 25,  September 26,  September 28,  September 29,  September 30, 
  2005  2004 (2)(5)  2003 (2)  2002 (2)  2001 (1)(3) 
  (in millions, except per share data) 
Statement of Operations Data:
                    
                     
Revenues $5,673  $4,880  $3,847  $2,915  $2,680 
                
                     
Operating income  2,386   2,129   1,573   840   39 
                
Income (loss) from continuing operations before accounting change  2,143   1,725   1,029   525   (560)
Discontinued operations, net of tax     (5)  (202)  (165)   
Accounting changes, net of tax              (18)
                
Net income (loss) $2,143  $1,720  $827  $360  $(578)
                
Basic earnings (loss) per common share (4):                    
Income (loss) from continuing operations before accounting change $1.31  $1.07  $0.65  $0.34  $(0.37)
Discontinued operations, net of tax     (0.01)  (0.13)  (0.11)   
Accounting change, net of tax              (0.01)
                
Net income (loss) $1.31  $1.06  $0.52  $0.23  $(0.38)
                
Diluted earnings (loss) per common share (4):                    
Income (loss) from continuing operations before accounting change $1.26  $1.03  $0.63  $0.32  $(0.37)
Discontinued operations, net of tax        (0.12)  (0.10)   
Accounting change, net of tax              (0.01)
                
Net income (loss) $1.26  $1.03  $0.51  $0.22  $(0.38)
                
Dividends per share announced $0.320  $0.190  $0.085       
                
Shares used in earnings per share calculations (4):                    
Basic  1,638   1,616   1,579   1,542   1,512 
Diluted  1,694   1,675   1,636   1,619   1,512 
                     
Balance Sheet Data:
                    
                     
Cash, cash equivalents and marketable securities $8,681  $7,635  $5,372  $3,200  $2,581 
Total assets  12,479   10,820   8,822   6,506   5,670 
Long-term debt        123   94    
Total stockholders’ equity  11,119   9,664   7,598   5,392   4,812 
                     
  Years Ended(1)
  September 28, September 30, September 24, September 25, September 26,
  2008 2007 2006 2005 2004(2)(3)
  (In millions, except per share data)
Statement of Operations Data:
                    
 
Revenues $11,142  $8,871  $7,526  $5,673  $4,880 
Operating income  3,730   2,883   2,690   2,386   2,129 
Income from continuing operations  3,160   3,303   2,470   2,143   1,725 
Net income  3,160   3,303   2,470   2,143   1,720 
                     
Per Share Data:
                    
                     
Income from continuing operations — basic $1.94  $1.99  $1.49  $1.31  $1.07 
Income from continuing operations — diluted  1.90   1.95   1.44   1.26   1.03 
Net income — basic  1.94   1.99   1.49   1.31   1.06 
Net income — diluted  1.90   1.95   1.44   1.26   1.03 
Dividends announced  0.60   0.52   0.42   0.32   0.19 
                     
Balance Sheet Data:
                    
                     
Cash, cash equivalents and marketable securities $11,269  $11,815  $9,949  $8,681  $7,635 
Total assets  24,563   18,495   15,208   12,479   10,820 
Long-term debt (4)
  142   91   58   3    
Total stockholders’ equity  17,944   15,835   13,406   11,119   9,664 
 
(1) Our fiscal year ends on the last Sunday in September. As a result,The fiscal 2001years ended September 28, 2008, September 24, 2006, September 25, 2005, and September 26, 2004 each included 52 weeks. The fiscal year ended September 30, 2007 included 53 weeks.
 
(2) During fiscal 2004, we sold our consolidated subsidiaries, the Vésper Operating Companies and TowerCo,the Vésper Towers and returned personal mobile service (SMP) licenses to Anatel, the telecommunications regulatory agency in Brazil. The results of operations, including gains and losses realized on the sales transactions and the SMP licenses, arewere presented as discontinued operations in the consolidated statement of operations.
 
(3)During fiscal 2001, we accounted for our investment in the Vésper Operating Companies under the equity method of accounting and recorded $150 million in equity in losses of those entities in income (loss) from continuing operations before accounting change.
(4)We effected a two-for-one stock split in August 2004. All references to number of shares and per share amounts reflect this stock split.
(5) Prior to the fourth quarter of fiscal 2004, we recorded royalty revenues from certain licensees based on our estimates of royalties during the period they were earned. Starting in the fourth quarter of fiscal 2004, we began recognizing royalty revenues solely based on royalties reported by licensees during the quarter. The change in the timing of recognizing royalty revenuerevenues was made prospectively and had the initial one-time effect of reducing royalty revenues recorded in the fourth quarter of fiscal 2004. See Item 7, Management’s Discussion and Analysis
(4)Long-term debt consisted of Financial Condition and Results of Operationscapital lease obligations, which are included in this Annual Report for more information.other liabilities in the consolidated balance sheets.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     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 Annual Report.
Overview
Recent HighlightsDevelopments
     Revenues for fiscal 20052008 were $5.67$11.1 billion, with net income of $2.14$3.2 billion. The following recent developments occurred with respect to key elements of our business or our industry:industry during fiscal 2008:
During fiscal 2008:
  CDMA-based Worldwide wireless subscribers grew by approximately 21% to reach approximately 3.8 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 to wireless operators’ services(all CDMA-based) grew to at least 213approximately 705 million worldwide throughby September 2005,28, 2008, up approximately 33% year-over-year, including at least 15approximately 410 million CDMA2000 1X/1xEV-DO subscribers and at least 35approximately 295 million WCDMA subscribers, according to data from a large portion of the wireless operators around the world.WCDMA/HSPA subscribers. (1)
 
  CDMA-based handsetdevice shipments by manufacturers to wireless operators during the period July 2004 through June 2005 totaled approximately 182433 million units, at an average selling priceincrease of approximately $215 based on reports28% over the 338 million units shipped in fiscal 2005 by our licensees.2007. (2)
In the handset market, CDMA-based unit shipments grew an estimated 27% year-over-year, compared to an estimated 14% year-over-year growth across all technologies. (3)
 
  The ratioaverage selling price of WCDMA reported royaltiesCDMA-based devices was estimated to total reported royalties grewbe approximately $219, up 2% from approximately 26% reported in the fourth quarter of fiscal 2004 to approximately 41% reported in the fourth quarter of fiscal 2005.prior year. (2)
 
  Through October 2005, six manufacturers in China have been added, at our standard worldwide WCDMA royalty rates, to the more than 60 companies that have licensed our WCDMA patent portfolio.
During fiscal 2005, weWe shipped approximately 151336 million Mobile Station Modem (MSM) integrated circuits for CDMA-based phones and data modules (nearly allwireless devices, an increase of which were 3G, including CDMA2000 1X, 1xEV-DO and WCDMA)33%, compared to approximately 137253 million MSM integrated circuits in the prior fiscal year. During fiscal 2005, seven new customers selected our WCDMA (UMTS) MSM integrated circuits for their WCDMA phone products bringing the total number2007.
During the fourth quarter of fiscal 2008:
We entered into new license and settlement agreements with Nokia Corporation/Nokia Inc. (Nokia) that cover GSM/GPRS/EDGE, CDMA2000, WCDMA (including HSPA), TD-SCDMA, OFDMA (including LTE, UMB and WiMax) and other products and resolve all pending litigation between the parties. Also, as a result, Nokia withdrew its complaint with the European Commission as to our licensing and other business practices. During the fourth quarter of fiscal 2008, we recognized $560 million in revenues as a result of the execution of the agreements. Consideration provided to us under the new license agreement with Nokia included, among other things, a non-refundable up-front payment of $2.5 billion, ongoing royalties and the assignment of patents that we recorded in intangible assets in the amount of $1.8 billion.
(1)According to Wireless Intelligence, an independent source of WCDMA customers to 32, 16 of which have been publicly announced.wireless operator data.
 
(2) AsDerived from reports provided by our licensees/manufacturers during the year and our own estimates of September 2005, 56 wireless operators were offering BREW services in 29 countries, including customers acquired related to the ELATA acquisition. As reported in June 2005, BREW publishers and developers have earned more than $350 million to date from the sale of wireless applications and services developed for the BREW service. Through September 2005, three operators, including ALLTEL, have entered into agreements to license our uiOne user interface technology.unreported activity.
 
(3) During fiscal 2005, we continued to invest in new emerging technologies through strategic acquisitions andBased on current reports by Strategy Analytics, a global research and development. We completed four acquisitions this year, including Iridigm, Trigenix, Spike and ELATA, and announced our intent to acquire Flarion. Each of these acquisitions provides us complementary or expanded offerings to our existing technologies.
During the fourth quarter of fiscal 2005, MediaFLO conducted the first live, over-the-air demonstration of FLO technology. The demonstration featured over-the-air delivery and viewing of multiple channels of high quality (QVGA) wireless multimedia content, both streaming video and multicast packet data, on a wireless handset.consulting firm, in their Global Handset Market Share Updates.
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 revenuerevenues principally from sales of integrated circuit products, from license fees and royalties for use of our intellectual property, frommessaging and other services and related hardware sales, and from software development and licensing and related services.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.

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     We conduct business primarily through four reportable segments. These segments are: QUALCOMMQualcomm CDMA Technologies, or QCT; QUALCOMMQualcomm Technology Licensing, or QTL; QUALCOMMQualcomm Wireless & Internet, or QWI; and QUALCOMMQualcomm Strategic Initiatives, or QSI.

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     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.positioning system products. QCT’s integrated circuit products and system software are used in wireless devices, particularly mobile phones, data cards and infrastructure equipment. The wireless phone integrated circuits for wireless devices include the Mobile Station Modem (MSM), Radio Frequency (RF) and Power Management (PM) devices. The wireless phoneThese integrated circuits for wireless devices and system software perform voice and data communication, multimedia and global positioning functions, radio conversion between radioRF and baseband signals and power management. QCT’s system software enables the other device components to interface with the integrated circuit products and is the foundation software enabling phone manufacturers to develop devices utilizing the functionality within the integrated circuits. The infrastructure equipment integrated circuits provideand system software perform the core baseband CDMA modem functionality in the wireless operator’s base station equipment. QCT software products are the operating systems that control the phone and the functionality imbedded in our integrated circuit products. QCT revenues comprised 58%60%, 64%59% and 63%58% of total consolidated revenues in fiscal 2005, 20042008, 2007 and 2003,2006, 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 CDMAcertain wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD, GSM/GPRS/EDGE and/or the CDMA TDDOFDMA 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.), and/or based on a fixed per unit amount. QTL revenues comprised 32%33%, 27%31% and 26%33% of total consolidated revenues in fiscal 2005, 20042008, 2007 and 2003,2006, respectively. The vast majority of such revenues have been generated through our licensees’ sales of cdmaOne, CDMA2000 and WCDMA products.
     QWI, which includes QUALCOMM Wireless Business Solutions (QWBS)Qualcomm Enterprise Services (QES), QUALCOMMQualcomm Internet Services (QIS) and QUALCOMM, Qualcomm Government Technologies (QGOV), and Firethorn, generates revenuerevenues primarily through mobile communication products and services, software and software development aimed at support and delivery of wireless applications. QWBS provides satelliteQES sells equipment, software and terrestrial-based two-way data messaging, position reporting and wireless application services toused by transportation companies, private fleets, construction equipment fleets and other enterprise companies.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 September 2008, QES has shipped approximately 1,302,000 terrestrial-based and satellite-based communications systems. QIS provides BREWBREW-based (Binary Runtime Environment for Wireless) products that include user interface and content delivery and management products and services including the uiOne customizable user-interface product and the deliveryOne content distribution system, for the development and over-the-air deployment of data services on wireless devices.industry. QIS also provides QChat, and QPoint products and services. QChatwhich enables virtually instantaneous push-to-chatpush-to-talk functionality on CDMA-based wireless devices while QPoint enables operators to offer E-911 and location-based applications and services.devices. The QGOV division provides development, hardware and analytical expertise involving wireless communications technologies to United States government agencies involvingagencies. Firethorn builds and manages software applications that enable financial institutions and wireless communications technologies.operators to offer mobile commerce services. QWI revenues comprised 11%7%, 12%9% and 13%10% of total consolidated revenues in fiscal 2005, 20042008, 2007 and 2003,2006, respectively.
     QSI manages the Company’s strategic investment activities, including MediaFLO USA, Inc. (MediaFLO USA), the Company’s wholly-owned wireless multimedia operator subsidiary. QSI also makes strategic investments to promote the worldwide adoption of CDMACDMA-based products and services. Our strategy is to invest in CDMACDMA-based operators, licensed device manufacturers and start-upearly-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. Effective as of the beginning of fiscal 2005, we present the operating results of our wireless multimedia operator, MediaFLO USA, Inc. (MediaFLO USA), in the QSI segment. Our MediaFLO USA subsidiary expects to offer aoffers its service over our nationwide mediacastmulticasting network based on our FLO (Forward Link Only) technology and MediaFLO Media Distribution System (MDS), initially targeting 100 top domestic markets, with the eventual capability for broader nationwide coverage. and FLO technology. This network is expected to be utilized as a shared resource for wireless operators and their customers withinin the United States starting in latter 2006. FLO is a multicast technology specifically designed for markets where dedicated spectrum is available and where regulations permit high-power transmission, thereby reducingStates. The commercial availability of the number of towers and related infrastructure required to provide market coverage. MediaFLO USA plansservice to use nationwideretail wireless consumers continues to be determined by our wireless operator partners. MediaFLO USA’s network uses the 700 MHz spectrum for which we hold licenses nationwide. Additionally, MediaFLO USA has and will be procuringcontinue to procure, aggregate and distributingdistribute content in service packages which we will make available on a wholesale basis to our wireless operator customers.customers (regardless of whether they operate CDMA or GSM/WCDMA networks) in the United States. Distribution, marketing, billing and customer relationships remain functions that are expected to remain services provided primarily by our wireless operator customers. We are evaluating a numberpartners. As part of corporate structuring options, including distributingour 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 Wireless Systems division, which sells products that operate on the Globalstar low-Earth-orbit satellite communications system and provides related services, the QUALCOMM MEMS Technologies division, comprised of the Iridigm business, a display technology company that we acquired in the first quarter of fiscal 2005, and other product initiatives.

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     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 technology and markets MediaFLO for deployment outside of the United States; and other product initiatives.
Looking Forward
     We expect continued growth in demand for CDMA2000The deployment of 3G networks (CDMA2000 and WCDMA products and services in markets around the world:
Operators on the CDMA2000 technology path are deploying 1xEV-DO and are preparing to deploy EV-DO Revision A. Many GSM operators are migrating their networks to WCDMA and are preparing to deploy HSDPA (High Speed Downlink Packet Access). The deployment of these 3G networksWCDMA) enables higher voice capacity and data rates, thereby supporting more minutes of use and data intensive applications like multimedia. As a result, we expect continued growth in 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:
We believe the recent global financial crisis and the resulting slowdown in global economies is causing current contraction in the channel inventory and will likely result in lower consumer demand and prices for CDMA-based devices, among other things, 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.
The deployment and upgrading of CDMA2000 networks is expected to continue.
oMore than 275 wireless operators have launched CDMA2000 1X;(1) and
oMore than 100 wireless operators have deployed the higher data speeds of 1xEV-DO and more than 40 wireless operators have deployed commercial EV-DO Revision A networks.(1)
GSM operators are expected to continue transitioning to WCDMA networks.
oMore than 235 GSM operators have migrated their networks to WCDMA; (2)and
oMore than 220 wireless operators have upgraded and launched commercial HSDPA networks, and more than 50 wireless operators have upgraded and launched commercial HSUPA networks. (2)
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 accelerate.
 
  AsTo meet growing demand for advanced 3G wireless devices and increased multimedia MSM functionality, we intend to continue to invest significant resources toward the development of October 2005, 87 WCDMA networksmultimedia products, software and services for the wireless industry. However, 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 low-end wireless devices to continue to grow and have launched,developed a family of Qualcomm Single Chip (QSC) products, which integrate the baseband, radio frequency and power management functions into one chip, lowering component counts and enabling faster time-to-market for our customers. While we continue to invest resources 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:
oThe continued evolution of CDMA-based technologies, including the long-term roadmaps of 1xEV-DO and High Speed Packet Access (HSPA);
oOFDM and OFDMA-based technologies;
oOur service applications platform, content delivery services and user interfaces;
oOur MediaFLO MDS and FLO technology for delivery of multimedia content; and
oOur IMOD display technology.

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     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 Mobilemobile Suppliers Association, an international organization of WCDMA and GSM (Global System for Mobile Communications) suppliers. We expect that the WCDMA market will continue to expand as operators transitionsuppliers in their subscribers to WCDMA devices on these WCDMA networks.
We expect that volume increases and growing competition among WCDMA phone manufacturers and WCDMA integrated circuit suppliers will help decrease WCDMA phone prices significantly and drive growth of WCDMA phone sales worldwide.
We expect that growing demand for advanced 3G phones and devices will continue to drive the need for increased multimedia MSM functionality. To meet this market need, we intend to continue to invest significant resources toward multimedia functionality.
We expect growing demand for low end phones to continue and have invested resources for single chip solutions which combine the baseband, radio frequency and power management chips into one package. We believe lower component counts and further integration will drive costs down and enable faster time to market to meet the increasing demand for low end phones. While we are moving aggressively to address the low end market more effectively with CDMA-based products, we still face significant competition from GSM-based products in this market.
We also expect growing demand for high end, multimedia phones with added functionality and capability at a high price point.
The expiration of royalty-sharing obligations under two agreements, one in fiscal 2005 and the other in fiscal 2006, will contribute to an increase in our royalty revenues in fiscal 2006 and beyond.
We will continue our development efforts with respect to our BREW applications development platform, our new MediaFLO Multimedia Distribution System (MDS) and FLO technology for low cost delivery of multimedia content to multiple subscribers simultaneously and our iMoD display technology.October 2008 reports.
     We are dependent upon the commercial deploymentFurther discussion of 3G wireless communications equipment, products and services based onrisks related to our CDMA technology to increase our revenues and market share. We continue to face significant competition from non-CDMA technologies, as well as competition from companies offering other CDMA-based products. Recent reports suggest that inflation could have adverse effects on the global economy and the capital markets. You should also refer tobusiness is presented in the Risk Factors included in this Annual Report for further discussion of these and other risks related to our business.Report.
Revenue Concentrations
     Revenues from customers in South Korea, China, Japan and the United States comprised 37%35%, 21%, 14% and 18%9%, respectively, of total consolidated revenues infor fiscal 20052008, as compared to 43%31%, 18% and 21%, respectively, in fiscal 2004,17% and 45%, 15% and 23%13%, respectively, infor fiscal 2003.2007, and 32%, 17%, 21% and 13%, respectively, for fiscal 2006. We distinguish revenuerevenues from external customers by geographic areas based on customer location. Revenuesthe location to which our products, software or services are delivered and, for QTL’s licensing and royalty revenues, the invoiced addresses of our licensees. The increase in revenues from customers in Japan increased as a percentageSouth Korea from 32% and 31% of total revenues from 15% in fiscal 20032006 and 2007, respectively, to 18%35% in fiscal 2004 and 21% in fiscal 2005, due2008 is primarily attributable to increased royalties reported by licenseesshipments of integrated circuits to CDMA device manufacturers with locations in Japan resultingSouth Korea and royalty revenues from the growth of CDMA2000 and WCDMAcustomers in Japan as well as their success in exporting products worldwide.South Korea. Combined revenues from customers in South KoreaJapan and the United States decreased as a percentage of total revenues, from 68%34% in fiscal 20032006 to 64%30% in fiscal 20042007 and 55%23% in fiscal 2005,2008, primarily due primarily to increasesthe increased activity by manufacturers with locations in revenues from manufacturers of CDMA and WDCMA products in other regions such as China, Japan and Western Europe.South Korea.

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Critical Accounting Policies and Estimates
     Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of intangible assets and investments, share-based payments, income taxes and litigation. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position. We believe that the following significant accounting policies and assumptions may involve a higher degree of judgment and complexity than others.

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     Revenue Recognition.We derive revenue principally from sales of integrated circuit products, from royalties and license fees for our intellectual property, from messaging and other services and related hardware sales, and from software development and licensing and related services.services, software hosting services and services related to delivery of multimedia content. The timing of revenue recognition and the amount of revenue actually recognized in each case depends upon a variety of factors, including the specific terms of each arrangement and the nature of our deliverables and obligations. Determination of the appropriate amount of revenue recognized involves judgments and estimates that we believe are reasonable, but it is possible that actual results may differ from our estimates. We record reductions to revenue for customer incentive programs, including special pricing agreements and other volume-related rebate programs. Such reductions to revenue are estimates, based on a number of factors, including our assumptions related to historical and projected customer sales volumes and the contractual provisions of our customer agreements.
     We license rights to use portions of our intellectual property portfolio, which includes certain patent rights essential to and/or useful in the manufacture and sale of CDMA products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA and/or the CDMA TDD standards and their derivatives.certain wireless products. Licensees typically pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using our licensed intellectual property. License fees are recognized over the estimated period of future benefit to the average licensee, typically five to sevenfifteen years. We earn royalties on such licensed CDMA products sold worldwide by our licensees at the time that the licensees’ sales occur. Our licensees, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter, and, in some instances, although royalties are reported quarterly, payment is on a semi-annual basis. During the periods preceding the fourth quarter of fiscal 2004, we estimated and recorded thequarter. We recognize royalty revenues earned for sales by certain licensees (the Estimated Licensees) in the quarter in which such sales occurred, but only when reasonable estimates of such amounts could be made. Not all royalties earned were recorded based on estimates.
     In the fourth quarter of fiscal 2004, we determined that, due to escalating and changing business trends, we no longer had the ability to reliably estimate royalty revenues from the Estimated Licensees. These escalating and changing trends included the commercial launches and global expansion of WCDMA networks, changes in market share among licensees due to increased global competition, and increased variability in the integrated circuit and finished product inventories of licensees. Starting in the fourth quarter of fiscal 2004, we began recognizing royalty revenues solely based on royalties reported by licensees during the quarter. The change inquarter and when other revenue recognition criteria are met. From time to time, licensees will not report royalties timely due to legal disputes, and when this occurs, the timing of recognizing royalty revenue was made prospectively and had the initial one-time effectcomparability of reducing royalty revenues recorded in the fourth quarter of fiscal 2004.could be affected.
     Valuation of Intangible Assets and Investments.Our business acquisitions typically result in the recording of goodwill and other intangible assets, and the recorded values of those assets may become impaired in the future. We also acquire intangible assets in other types of transactions. As of September 25, 2005,28, 2008, our goodwill and intangible assets, net of accumulated amortization, were $571 million$1.5 billion and $237 million,$3.1 billion, respectively. The determination of the value of such intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. For intangible assets purchased in a business combination or received in a non-monetary exchange, the estimated fair values of the assets received (or, for non-monetary exchanges, the estimated fair values of the assets transferred if more clearly evident) are used to establish their recorded values, except when neither the values of the assets received or the assets transferred in non-monetary exchanges are determinable within reasonable limits. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. An estimate of fair value can be affected by many assumptions which require significant judgment. For example, the income approach generally requires assumptions related to the appropriate business model to be used to estimate cash flows, total addressable market, pricing and share forecasts, competition, technology obsolescence, future tax rates and discount rates. Our estimate of the fair value of certain assets may differ materially from that determined by others who use different assumptions or utilize different business models. New information may arise in the future that affects our fair value estimates and could result in adjustments to our estimates in the future, which could have an adverse impact on our results of operations.

      We assess potential impairments to intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recovered. Our judgments regarding the existence of impairment indicators and future cash flows related to intangible assets are based on operational performance of our acquired businesses, market conditions and other factors. Although there are inherent uncertainties in this assessment process, the estimates and assumptions we use, including estimates of future cash flows, volumes, market penetration and discount rates, are consistent with our internal planning. If these estimates or their related assumptions change in the future, we may be required to record an impairment charge on all or a portion of our goodwill and intangible assets. Furthermore, we cannot predict the occurrence of future impairment-triggering events nor the impact such events might have on our reported asset values. Future events could cause us to conclude that impairment indicators exist and that goodwill or other intangible assets associated with our acquired businesses isare impaired. Any resulting impairment loss could have an adverse impact on our results of operations.

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     We hold minority investments in publicly-traded companies whose share prices may be highly volatile. We also hold investments in other marketable securities, including non-investment grade debt securities, equity and debt mutual and exchange traded funds, corporate bonds and notes, auction rate securities and mortgage- and asset-backed securities. These investments, which are recorded at fair value with increases or decreases generally recorded through stockholders’ equity as other comprehensive income or loss, totaled $1.16$9.4 billion at September 25, 2005.28, 2008. We record impairment charges through the statement of operations when we believe an investment has experienced a decline that is other than temporary. The determination that a decline is other than temporary is subjective and influenced by many factors. Future adverseIn addition, the fair values of our strategic investments are subject to substantial quarterly and annual fluctuations and to significant market volatility. Adverse changes in market conditions or poor operating results of investees could result in losses or an inability to recover the carrying value of the investments, thereby possibly requiring impairment charges in the future.charges. When assessing a publicly-traded investmentthese investments for an other-than-temporary decline in value, we consider such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less thanbelow its original cost, the extent of the general decline in prices or an increase in the default or recovery rates of securities in an asset class, negative events such as a bankruptcy filing or a need to raise capital or seek financial support from the government or others, the performance and pricing of the investee’s stock pricesecurities in relation to the stock pricesecurities of its competitors within the industry and the market in general and analyst recommendations.recommendations, as applicable. We also review the financial statements of the investee to determine if the investee is experiencing financial difficulties. In the event our judgments change as to other-than-temporary declines in value,If we determine that a security price decline is other than temporary, we may record an impairment loss, which could have an adverse impact on our results of operations. During fiscal 2005, 20042008, 2007 and 2003,2006, we recorded $12$502 million, $12$16 million and $100$20 million, respectively, in other-than-temporary losses on our minority investments in publicly-traded companies.marketable securities.

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Share-Based Payments.We grant options to purchase our common stock to our employees and directors under our equity compensation plans. Eligible employees can also purchase shares of our common stock at 85% of the lower of the fair market value on the first or the last day of each six-month offering period under our employee stock purchase plans. The benefits provided under these plans are share-based payments subject to the provisions of revised Statement of Financial Accounting Standards No. 123 (FAS 123R), “Share-Based Payment.” We use the fair value method to apply the provisions of FAS 123R. Share-based compensation expense recognized under FAS 123R for fiscal 2008, 2007 and 2006 was $543 million, $493 million and $495 million, respectively. At September 28, 2008, total unrecognized estimated compensation expense related to non-vested stock options granted prior to that date was $1.6 billion, which is expected to be recognized over a weighted-average period of 3.5 years. Net stock options, after forfeitures and cancellations, granted during fiscal 2008 represented 2.7% of outstanding shares as of the beginning of the fiscal period. Total stock options granted during fiscal 2008 represented 3.2% of outstanding shares as of the end of the fiscal period.
     We hold minority strategic investmentsestimate the value of stock option awards on the date of grant using a lattice binomial option-pricing model (binomial model). The determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. We believe it is important for investors to be aware of the high degree of subjectivity involved when using option-pricing models to estimate share-based compensation under FAS 123R. Option-pricing models were developed for use in private companies whoseestimating the value of traded options that have no vesting or hedging restrictions, are fully transferable and do not cause dilution. Because our share-based payments have characteristics significantly different from those of freely traded options, and because valuation model assumptions are subjective, in our opinion, existing valuation models, including the Black-Scholes and lattice binomial models, may not provide reliable measures of the fair values are difficultof our share-based compensation awards. There is not currently a generally accepted market-based mechanism or other practical application to determine. These investments totaled $122 million at September 25, 2005. We record impairment charges whenverify the reliability and accuracy of the estimates stemming from these valuation models. Although we believe an investment has experiencedestimate the fair value of employee share-based awards in accordance with FAS 123R and the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107 (SAB 107), the option-pricing model we use may not produce a declinevalue that is other than temporary. The determination thatindicative of the fair value observed in a decline is other than temporary is subjective and influenced by many factors. Future adverse changes inwilling buyer/willing seller market conditions or poor operating resultstransaction.
     For purposes of investees could result in losses or an inability to recoverestimating the carryingfair value of stock options granted during fiscal 2008, we used the investments, thereby possibly requiring impairment chargesimplied volatility of market-traded options in our stock for the expected volatility assumption input to the binomial model. We utilized the term structure of volatility up to approximately two years, and we used the implied volatility of the option with the longest time to maturity for the expected volatility estimates for periods beyond two years. The weighted-average volatility assumption was 41.1% for fiscal 2008, which if increased to 45%, would increase the weighted-average estimated fair value of stock options granted during fiscal 2008 by $0.89 per share, or 5%. FAS 123R includes implied volatility in its list of factors that should be considered in estimating expected volatility. We believe implied volatility is more useful than historical volatility in estimating expected volatility because it is generally reflective of both historical volatility and expectations of how future volatility will differ from historical volatility.
     The risk-free interest rate is based on the yield curve of U.S. Treasury strip securities for a period consistent with the contractual life of the option in effect at the time of grant. The weighted-average risk-free interest rate assumption was 3.8% for fiscal 2008, which if increased to 6.5% would increase the weighted-average estimated fair value of stock options granted during fiscal 2008 by $1.17 per share, or 7%.
     We do not target a specific dividend yield for our policy on dividend payments, but we are required to assume a dividend yield as an input to the binomial model. The dividend yield assumption is based on our history and expectation of dividend payouts. The dividend yield assumption was 1.3% for fiscal 2008, which if decreased to 0.4% would increase the weighted-average estimated fair value of stock options granted during fiscal 2008 by $0.92 per share, or 6%. Dividends and/or increases or decreases in dividend payments are subject to approval by our Board of Directors as well as to future cash inflows and outflows resulting from operating performance, stock repurchase programs, mergers and acquisitions, and other sources and uses of cash. While our historical dividend rate is assumed to continue in the future. When assessing investments in private companiesfuture, it may be subject to substantial change, and investors should not depend upon this forecast as a reliable indication of future cash distributions that will be made to investors.

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     The post-vesting forfeiture rate is estimated using historical option cancellation information. The weighted-average post-vesting forfeiture rate assumption was 8.0% for an other-than-temporary decline infiscal 2008, which if decreased to 1.5%, would increase the weighted-average estimated fair value we consider such factors as, among other things,of stock options granted during fiscal 2008 by $0.91 per share, or 6%.
     The suboptimal exercise factor is estimated using historical option exercise information. The weighted-average suboptimal exercise factor assumption was 1.9 for fiscal 2008, which if increased to 2.3, would increase the weighted-average estimated fair value of stock options granted during fiscal 2008 by $1.01 per share price from the investee’s latest financing round, the performance of the investee in relation to its own operating targets and its business plan, the investee’s revenue and cost trends, the liquidity and cash position, including its cash burn rate and market acceptance of the investee’s products and services. From time to time, we may consider third party evaluations, valuation reports or advice from investment banks. We also consider new products/services that the investee may have forthcoming, any significant news that has been released specific to the investee or the investee’s competitors and/or industry and the outlook of the overall industry in which the investee operates. In the event our judgments change as to other-than temporary declines in value, we may record an impairment loss which could have an adverse impact on our results of operations. During fiscal 2005 and 2003, we recorded $1 million and $28 million, respectively, in other than temporary losses on our investments in private companies. Such losses were not significant in fiscal 2004.6%.
     Income Taxes.On October 1, 2007, we adopted the accounting provisions of FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes.” As a result of the adoption, we increased our liabilities related to uncertain tax positions by $2 million and accounted for the cumulative effect of this change as a decrease to retained earnings. See “Notes to Consolidated Financial Statements, Note 5 – Income Taxes” for additional information. As of September 28, 2008, our liability for net unrecognized tax benefits was $227 million.
Our income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. As a result of the implementation of FIN 48, we recognize liabilities for uncertain tax positions based on the two-step process prescribed in the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While we believe we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. As part of our assessment of potential adjustments to our tax returns, we increase our current tax liability to the extent an adjustment would result in a cash tax payment or decrease our deferred tax assets to the extent an adjustment would not result in a cash tax payment. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liabilityincome taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. Although we believe that the estimates and assumptions supporting our assessments are reasonable, adjustments could be materially different from those which are reflected in historical income tax provisions and recorded assets and liabilities. For example, during fiscal 2007, we recorded an income tax benefit of $331 million resulting from the completion of audits of our fiscal 2003 and 2004 federal tax returns.
     We regularly review our deferred tax assets for recoverability and establish a valuation allowance based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax-planning strategies. As of September 25, 2005,28, 2008, gross deferred tax assets were $937 million.$1.4 billion. If we are unable to generate sufficient future taxable income in certain tax jurisdictions, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to increase ourthe valuation allowance against our deferred tax assets which could result in an increase in our effective tax rate and an adverse impact on operating results.

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     As of September 25, 2005,28, 2008, we had gross deferred tax assets of $301$430 million related to capital loss carry forwards.losses and $21 million related to foreign and state net operating losses. We can only use realized capital losses to offset realized capital gains. Based upon our assessments of projected futurewhen capital gains and losses and related tax planning strategies,will be realized, we expectestimate that our future capital gains will not be sufficient to utilize all of the temporary and other-than-temporary capital losses that we have incurredwere recorded through fiscal 2005.2008. Therefore, we have provided a $134 million valuation allowance in the amount of $62 million for the portion of capital losses we do not expect to utilize.utilize, of which $81 million was recorded as an increase in other comprehensive loss in fiscal 2008. We can only use net operating losses to offset taxable income of certain legal entities in certain tax jurisdictions. Based upon our assessments of projected future taxable income and losses and historical losses incurred by these entities, we expect that the future taxable income of the entities in these tax jurisdictions will not be sufficient to utilize the net operating losses we have incurred through fiscal 2008. Therefore, we have provided a $15 million valuation allowance for these net operating losses. Significant judgment is required to forecast the timing and amount of future capital gains, the timing of realization of capital losses and the amount of future taxable income in certain jurisdictions. Adjustments to our valuation allowance based on changes to our forecast of capital losses, and capital gains and taxable income are reflected in the period the change is made.
     We consider the operating earnings of certain non-United States subsidiaries to be invested indefinitely invested outside the United States.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, the cumulative amount of which is approximately $1.2$6.8 billion as of September 25, 2005.28, 2008. Should we repatriate foreign earnings, we would have to adjust the income tax provision in the period in which the decision to repatriate earnings of foreign subsidiaries is made. On October 22, 2004,

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     We recognize windfall tax benefits associated with the American Jobs Creation Actexercise of 2004 (the Jobs Creation Act) was signed into law. The Jobs Creation Act createdstock options directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from windfall tax benefits. A windfall tax benefit occurs when the actual tax benefit realized by us upon an employee’s disposition of a temporary incentive for corporations inshare-based award exceeds the United Statesdeferred tax asset, if any, associated with the award that we had recorded. When assessing whether a tax benefit relating to repatriate accumulated income earned abroad by providing an 85 percent dividends received deduction for certain dividends from controlled foreign corporations. Inshare-based compensation has been realized, we follow the fourth quarter of fiscal 2005, we repatriated approximately $0.5 billion of foreign earnings qualifyingtax law ordering method, under the Jobs Creation Actwhich current year share-based compensation deductions are assumed to be utilized before net operating loss carryforwards and recorded a related expense of approximately $35 million for federal and state incomeother tax liabilities. The distribution does not change our intention to indefinitely reinvest earnings of certain foreign subsidiaries outside the United States.attributes.
     Litigation.We are currently involved in certain legal proceedings. Although there can be no assurance that unfavorable outcomes in any of these matters would not have a material adverse effect on our operating results, liquidity or financial position, we believe the claims are without merit and intend to vigorously defend the actions. We estimate the range of liability related to pending litigation where the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record the minimum estimated liability related to the claim. As additional information becomes available, we assess the potential liability related to our pending litigation and revise our estimates. WeOther than amounts relating to theBroadcom Corporation v. QUALCOMM Incorporatedmatters, we have not recorded any accrual for contingent liabilityliabilities associated with ourany other legal proceedings based on our belief that a liability,additional liabilities, while possible, isare not probable. Further, any possible range of loss cannot be estimated at this time. Revisions in our estimates of the potential liability could materially impact our results of operations.
Acquisitions
     In October 2004, we completed the acquisitions of Iridigm Display Corporation (Iridigm), a display technology company, for a total of approximately $160 million in cash and the exchange of stock options with an estimated aggregate fair value of approximately $17 million, and Trigenix Limited (Trigenix), a mobile user interface company for approximately $33 million in cash. The convergence of consumer electronics products, including cameras, MP3 players, camcorders, GPS receivers and game consoles into wireless devices is driving the increased adoption of 3G CDMA. Iridigm’s display technology, known as iMoD, enables advanced, high-resolution multimedia capabilities on all tiers of mobile devices, while providing substantial performance, power consumption and cost benefits, as compared to other alternative display technologies. Our acquisition of Iridigm is intended to accelerate the time-to-market for Iridigm’s display technology, which fits our overall strategy of rapidly increasing the capability of wireless devices while driving down cost, size and power consumption. In addition to having a better display, operators and device manufacturers need a secure and modular approach for customizing their phone user interfaces so they can brand and differentiate their handsets. Our acquisition of Trigenix complements our BREW offering by adding Trigenix’s user interface development tools, enhancing the capabilities of our BREW uiOne user interface and accelerating the time-to-market for new user interface features, such as multi-perspective window display technology.
     In August 2005, we completed the acquisition of ELATA, Ltd. (ELATA), a developer of mobile content delivery and device management software systems, for a total of approximately $57 million in cash. Our acquisition of ELATA will enable us to offer a unified mobile content delivery system to operators who desire an enhanced framework for managing, delivering and marketing rich wireless content. The ELATA single service delivery

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framework, which leverages open standards interfaces to ensure interoperability and retain backward compatibility, is platform-agnostic and will allow operators to consolidate the delivery of all of their content services without having to change their device portfolio. This acquisition will also expand our presence in Europe by enabling us to offer European operators a content delivery system that can be easily integrated with their existing core network and business systems. The ELATA single service delivery framework has become part of our family of BREW product offerings and is being marketed under the brand name deliveryOne.
     In August 2005, we announced our intention to acquire Flarion Technologies, Inc. (Flarion), a developer of OFDMA technology. Upon completion of the acquisition, which is anticipated in the first half of fiscal 2006, pending regulatory approval and other customary closing conditions, we estimate that we will pay approximately $545 million in consideration, consisting of approximately $272 million in shares of QUALCOMM stock, $235 million in cash, and the exchange of Flarion’s existing vested options and warrants with a fair value of approximately $38 million. Upon achievement of certain agreed upon milestones on or prior to the eighth anniversary of the close of this transaction, we may issue additional aggregate consideration of $205 million, consisting of approximately $173 million payable in cash to Flarion stockholders and $32 million in shares of QUALCOMM stock, which will be issued to Flarion option holders and warrant holders upon or following the exercise of such options and warrants. Our acquisition of Flarion is intended to broaden our ability to effectively support operators who may prefer an OFDMA or a hybrid OFDM/CDMA/WCDMA network alternative for differentiating their services. The addition of Flarion’s intellectual property and engineering resources will also supplement the resources that we have already dedicated over the years towards the development of OFDM/OFDMA technologies.
Strategic Investments in our QSI Segment
     Our QSI segment makes strategic investments to promote the worldwide adoption of CDMA products and services. QSI segment assets totaled $442 million at September 25, 2005, compared to $400 million at September 26, 2004. Our MediaFLO USA subsidiary, a wireless multimedia operator, is expected to begin commercial operations in latter 2006. We also enter into strategic relationships with CDMA wireless operators and developers of innovative technologies or products for the wireless communications industry. Due to financial and competitive challenges facing wireless operators, we cannot assure you that our investments in or loans to these operators will generate financial returns or that they will result in increased adoption or continued use of CDMA technologies. CDMA wireless operators to whom we have provided funding have limited operating histories, are faced with significant capital requirements and are highly leveraged and/or have limited financial resources. If these CDMA wireless operators are not successful, we may have to write down our investments in or loans to these operators.
     Our QSI segment maintains strategic investments in marketable equity securities classified as available-for-sale. We strategically invest in companies in the high-technology industry and typically do not attempt to reduce or eliminate our exposure to market risks in these investments. The fair values of these strategic investments are subject to substantial quarterly and annual fluctuations and to significant market price volatility. Our strategic investments in specific companies and industry segments may vary over time, and changes in concentrations may affect price volatility. Downward fluctuations and market trends could adversely affect our operating results. In addition, the realizable value of these securities and derivative instruments is subject to market and other conditions.
     QSI also makes strategic investments in privately held companies, including early stage companies and venture funds. These investments are comprised of equity investments, recorded at cost or under the equity method, and warrants that are recorded at fair value or at cost. The recorded values of these investments may be written down due to changes in the companies’ conditions or prospects. These strategic investments are inherently risky as the market for the technologies or products the investees are developing may never materialize. As a result, we could lose all or a portion of our investments in these companies, which could negatively affect our financial position and operating results. Most of these strategic investments will not become liquid until more than one year from the date of investment, if at all. To the extent such investments become liquid and meet strategic and price objectives, we may sell the investments and recognize the realized gain (loss) in investment income (expense).
     We regularly monitor and evaluate the realizable value of our investments in both marketable and private securities. If events and circumstances indicate that a decline in the value of these assets has occurred and is other than temporary, we will record a charge to investment income (expense). In some cases, we make strategic investments that require us to consolidate or record our equity in the losses of early stage companies. The consolidation of these losses can adversely affect our financial results until we exit from or reduce our exposure to the investments.

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     Key developments in our strategic investments during fiscal 2005 included our ongoing investment in our MediaFLO USA subsidiary, a slow down in the rate of strategic investment, including our investment in Inquam, and realized gains on certain strategic investments.
Investment in Inquam Limited.Since October 2000, we and another investor (the Other Investor) have provided equity and debt funding to Inquam Limited (Inquam). Inquam owns, develops and manages wireless CDMA-based communications systems, either directly or indirectly, primarily in Romania and Portugal. We recorded $33 million, $59 million and $99 million in equity in losses of Inquam during fiscal 2005, 2004 and 2003, respectively. At September 25, 2005, our equity and debt investments in Inquam totaled $26 million, net of equity in losses, and we had no remaining funding commitment under our bridge loan agreement.
     During fiscal 2005, Inquam secured new long-term financing (the new facilities). We and the Other Investor each guaranteed 50% of a portion of the amounts owed under certain of the new facilities, up to a combined maximum of $54 million. Amounts outstanding under the new facilities subject to the guarantee totaled $49 million as of September 25, 2005. The guarantee expires and the new facilities mature on December 25, 2011.
     In October 2005, we and the Other Investor agreed to restructure Inquam. Upon close of the restructuring, which is expected to occur in the first half of fiscal 2006, the Portugal companies will be spun-off through the exchange of portions of our and the Other Investor’s debt investments for direct equity interests in the Portugal companies. Inquam, which will continue to own the Romania companies, will repurchase certain minority equity interests. Immediately after the restructuring, we will hold an approximate 49.7% equity interest in Inquam and a 23% equity interest in the Portugal companies, which is expected to be reduced over time as the Other Investor makes the further investments in the Portugal companies contemplated by the restructuring agreements. In addition, we and the Other Investor will have a put-call option arrangement. Under this arrangement, the Other Investor will have the right to buy our equity and debt investments in Inquam, subject to certain conditions, by exercising its call option, which will expire no later than May 14, 2008. The minimum purchase price will be approximately $66 million. In the event that the Other Investor’s call option expires, or in certain other circumstances prior to that date, we will have the right to sell our equity and debt investments in Inquam to the Other Investor at a minimum sales price of $66 million. Such right will expire after six months. We do not anticipate providing any further funding to Inquam or to the Portugal companies.
Fiscal 20052008 Compared to Fiscal 20042007
     Revenues.Total revenues for fiscal 20052008 were $5.67$11.14 billion, compared to $4.88$8.87 billion for fiscal 2004.2007. Revenues from LG Electronics, Samsung and Motorola,two customers of our QCT, QTL and QWI segments (each of whom accounted for more than 10% of our consolidated revenues for the period) comprised anapproximately 30% and 27% in aggregate of 15%, 13% and 11% of total consolidated revenues respectively, in fiscal 2005, compared to 15%, 15%2008 and 10% of total consolidated revenues, respectively, in fiscal 2004.2007, respectively.
     Revenues from sales of equipment and services for fiscal 20052008 were $3.74$7.16 billion, compared to $3.51$5.77 billion for fiscal 2004.2007. Revenues from sales of integrated circuitscircuit products increased $165 million,$1.41 billion, resulting primarily from an increase of $396 million$1.23 billion related to higher unit shipments, mostly consisting of MSM and accompanying RF and PM integrated circuits, partially offset by a decreaseand an increase of $241$219 million related to the net effects of reductionschanges in product mix and the average sales prices and changes in product mix. Revenues from the sale of satellite and terrestrial-based two-way data messaging systems and related messaging services increased $25 million and revenues from the sale of satellite portable phones that operate on the Globalstar low-Earth-orbit satellite communications system increased $19 million.such products.
     Revenues from licensing and royalty fees for fiscal 20052008 were $1.93$3.98 billion, compared to $1.37$3.11 billion for fiscal 2004. During fiscal 2005, the QTL segment recorded royalty revenues solely based on royalties reported by licensees during the year, as compared to the method used during the first three quarters of fiscal 2004 of recording royalty revenues from certain licensees based on estimates of royalty revenues earned by those licensees during the quarter.2007. The increase in revenues from licensing and royalty revenue year to year resultedfees primarily from a $350 million increase in royalties reported to us by our external licensees and the effect of changing the timing of recognizing royalty revenues in the fourth quarter of fiscal 2004. Royalty revenues recorded in fiscal 2004 excluded $151 million of royalties that were reported by external licensees in the first quarter of fiscal 2004, but estimated and recorded as revenue in the fourth quarter of fiscal 2003. Royalties reported to us by external licensees in fiscal 2005 were $1.64 billion, as compared to $1.29 billion in fiscal 2004. The increase in royalties reported to us by external licensees was primarily duerelated to an increase in sales of CDMACDMA-based products reported by QTL’s licensees resulting from higher worldwide demand for CDMA productsother than Nokia, driven by the continued adoption of WCDMA at higher average selling prices than CDMA and fluctuations in currency exchange rates. In addition, revenues from licensing and royalties in fiscal 2008 included $560 million (attributable to both fiscal 2008 and 2007) related to the new agreements with Nokia. Revenues from licensing and royalties in fiscal 2007 included royalty payments from Nokia only for sales of Nokia products through April 9, 2007.
Cost of Equipment and Services.Cost of equipment and services revenues for fiscal 2008 was $3.41 billion compared to $2.68 billion for fiscal 2007. Cost of equipment and services revenues as a percentage of equipment and services revenues was 48% for fiscal 2008, compared to 47% for fiscal 2007. Cost of equipment and services revenues included $39 million in share-based compensation in both fiscal 2008 and 2007.
Research and Development Expenses.For fiscal 2008, research and development expenses were $2.28 billion or 20% of revenues, compared to $1.83 billion or 21% of revenues for fiscal 2007. The dollar increase was primarily attributable to a $358 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 related to the development of our FLO technology, MediaFLO MDS, IMOD display products using MEMS technology, BREW products and mobile commerce applications increased by $63 million. Research and development expenses in fiscal 2008 included share-based compensation and in-process research and development of $250 million and $14 million, respectively, compared to $221 million and $10 million, respectively, in fiscal 2007.

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Selling, General and Administrative Expenses.For fiscal 2008, selling, general and administrative expenses were $1.71 billion or 15% of revenues, compared to $1.48 billion or 17% of revenues for fiscal 2007. The dollar increase was primarily attributable to a $137 million increase in employee-related expenses and a $72 million increase in certain professional fees, primarily related to patent activities. Selling, general and administrative expenses in fiscal 2008 included share-based compensation of $254 million, compared to $233 million in fiscal 2007.
Net Investment Income.Net investment income was $96 million for fiscal 2008, compared to $743 million for fiscal 2007. The net decrease was primarily comprised as follows (in millions):
             
  Year Ended     
  September 28,
2008
  September 30,
2007
  Change 
Interest and dividend income:            
Corporate and other segments $487  $551  $(64)
QSI  4   7   (3)
Interest expense  (22)  (11)  (11)
Net realized gains on investments:            
Corporate and other segments  104   201   (97)
QSI  51   21   30 
Other-than-temporary losses on investments:            
Corporate and other segments  (502)  (16)  (486)
QSI  (33)  (11)  (22)
Gains on derivative instruments  6   2   4 
Equity in earnings (losses) of investees  1   (1)  2 
          
  $96  $743  $(647)
          
     The decrease in interest and dividend income on cash, cash equivalents and marketable securities held by corporate and other segments was primarily a result of lower interest rates earned on interest-bearing securities. Other-than-temporary losses in fiscal 2008 included $327 million recognized in the fourth quarter on marketable securities held by corporate and other segments. Both other-than-temporary losses on marketable securities and the decrease in net realized gains on corporate investments were generally related to depressed securities values caused by a major disruption in U.S. and foreign credit and financial markets affecting consumers and the banking, finance and housing industries. This disruption is evidenced by 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 $666 million for fiscal 2008, compared to $323 million for fiscal 2007. The annual effective tax rate was 17% for fiscal 2008, compared to 9% for fiscal 2007. The annual effective tax rate for fiscal 2008 is higher than the annual effective tax rate for fiscal 2007 primarily due to the impact of prior year audits completed during fiscal 2007.
     The annual effective tax rate for fiscal 2008 is 18% lower than the United States federal statutory rate primarily due to benefits of approximately 22% related to foreign earnings taxed at less than the United States federal rate, and 1% related to research and development tax credits, partially offset by state taxes of approximately 4% and 1% related to an increase in the valuation allowance.
Fiscal 2007 Compared to Fiscal 2006
Revenues.Total revenues for fiscal 2007 were $8.87 billion, compared to $7.53 billion for fiscal 2006. Revenues from three customers of our QCT, QTL and QWI segments (each of whom accounted for more than 10% of our consolidated revenues for the period) comprised approximately 41% and 39% in aggregate of total consolidated revenues in fiscal 2007 and 2006, respectively.
     Revenues from sales of equipment and services for fiscal 2007 were $5.77 billion, compared to $4.78 billion for fiscal 2006. Revenues from sales of integrated circuit products increased $922 million, resulting primarily from an increase of $761 million related to higher unit shipments, mostly consisting of MSM and accompanying RF and PM integrated circuits, and an increase of $144 million related to the net effects of changes in product mix and the average sales prices of such products.

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     Revenues from licensing and royalty fees for fiscal 2007 were $3.11 billion, compared to $2.75 billion for fiscal 2006. Revenues from licensing and royalty fees increased primarily as a result of a $306 million increase in QTL royalties related to an increase in our licensee’s sales of CDMA-based products driven by the continued adoption of WCDMA at higher average selling prices than CDMA, and a $30 million increase in QIS revenues primarily related to our expanded BREW customer base and products and a licensing agreement with Sprint. Worldwide demand for CDMA-based products has increased primarily as a result of the growth in sales of high-end WCDMA products and shifts in the geographic distribution of sales of CDMACDMA2000 products.

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     Cost of Equipment and Services.Cost of equipment and services revenues for fiscal 20052007 was $1.65$2.68 billion, compared to $1.48$2.18 billion for fiscal 2004.2006. Cost of equipment and services revenues as a percentage of equipment and services revenues was 44%47% for fiscal 2005,2007, compared to 42%46% for fiscal 2004. The margin percentage decline in fiscal 2005 compared to fiscal 2004 was primarily due to a 1.3% decrease in QCT margin percentage. Increases in product support costs and the reserves for excess and obsolete inventory contributed 1.1% and 0.5%, respectively, to the total decrease in QCT margin percentage.2006. 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.fiscal 2007 included $39 million in share-based compensation, compared to $41 million in fiscal 2006.
     Research and Development Expenses.For fiscal 2005,2007, research and development expenses were $1.01$1.83 billion or 18%21% of revenues, compared to $720 million$1.54 billion or 15%20% of revenues for fiscal 2004.2006. The dollar and percentage increases in research and development expensesincrease was primarily resulted fromattributable to a $275$283 million increase in costs related to 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 phones, multimedia applications, high-speeddevices, the integration of wireless Internet accesswith consumer electronics and computing, the convergence of multiband, multimode, multiband, multinetwork products and technologies, includingthird party operating systems and services platforms. The technologies supporting these initiatives may include CDMA2000 1X/1X, 1xEV-DO, EV-DO Revision A, EV-DO Revision B, WCDMA, HSDPA, GSM/GPRS/EDGEHSUPA and OFDMA,OFDMA. The increase in research and development expenses incurred also related to the development of our FLO technology, MediaFLO MDS and iMoDIMOD display products using MEMS technology. We expect thatResearch and development expenses in fiscal 2007 included share-based compensation and in-process research and development costs will increaseof $221 million and $10 million, respectively, compared to $216 million and $22 million, respectively, in fiscal 2006 as we continue our active support of CDMA-based technologies, products and network operations and other product initiatives.2006.
     Selling, General and Administrative Expenses.For fiscal 2005,2007, selling, general and administrative expenses were $631 million$1.48 billion or 11%17% of revenues, compared to $547 million$1.12 billion or 11%15% of revenues for fiscal 2004.2006. The dollar increase wasand percentage increases were primarily dueattributable to a $38$152 million increase in professional fees, primarily patent administrationcosts related to litigation and outside consultants,other legal matters, a $33$98 million increase in employee-relatedemployee related expenses, a $40 million increase in other professional fees, a $39 million increase in bad debt expense, a $32 million increase in cooperative and other marketing expenses and a $13$28 million decreaseincrease in other income.depreciation and amortization, partially offset by a $44 million gain on the sale of a building. Selling, general and administrative expenses in fiscal 2007 included share-based compensation of $233 million, compared to $238 million in fiscal 2006.
     Net Investment Income.Net investment income was $423$743 million for fiscal 2005,2007, compared to $184$466 million for fiscal 2004.2006. The changenet increase was primarily comprised as follows (in millions):
            
 Year Ended               
 September 25, September 26,    Year Ended   
 2005 2004 Change  September 30,
2007
 September 24,
2006
 Change 
Interest and dividend income:  
Corporate and other segments $551 $410 $141 
QSI $4 $14 $(10) 7 6 1 
Corporate and other segments 252 161 91 
Interest expense  (3)  (2)  (1)  (11)  (4)  (7)
Net realized gains on investments:  
Corporate and other segments 201 106 95 
QSI 101 56 45  21 30  (9)
Corporate 78 32 46 
Other-than-temporary losses on investments  (14)  (12)  (2)  (27)  (24)  (3)
Gains on derivative instruments 33 7 26 
Gains (losses) on derivative instruments 2  (29) 31 
Equity in losses of investees  (28)  (72) 44   (1)  (29) 28 
              
 $423 $184 $239  $743 $466 $277 
              
     The increase in interest and dividend income on cash and marketable securities held by corporate and other segments was a result of higher average cash and marketable securities balances and higher interest rates earned on interest-bearing securities. Net realized gains on corporate investments increased primarily as a result of an increasedue to strength in the positive performanceequity markets and reallocation of marketable equity securities as a percentage of total corporate investments in fiscal 2005, as compared to fiscal 2004. The increase in net realized gains on strategic investments in QSI resulted primarily from a $48 million gain on our minority investment in a wireless publisher and a $41 million gain on the sale of our investment in NextWaveTelecom Inc. Gains and losses on derivative instruments in both fiscal 2005 and 2004 related primarily to changes in the fair values of put options sold in connection with our stock repurchase program. Equity in losses of investees decreased primarily due to a decrease in losses incurred by Inquam, of which our share was $33 million for fiscal 2005 as compared to $59 million for fiscal 2004.certain portfolio assets.

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     Income Tax Expense.Income tax expense from continuing operations was $666$323 million for fiscal 2005,2007, compared to $588$686 million for fiscal 2004.2006. The annual effective tax rate was 9% for fiscal 2007, compared to 22% for fiscal 2006. The annual effective tax rate for continuing operations was approximately 24% for fiscal 2005, compared to 25% for fiscal 2004. The annual effective tax rate from continuing operations for fiscal 2005 was2007 is lower than the annual effective tax rate from continuing operations for fiscal 20042006 primarily due to an increase inthe impact of prior year audits completed during fiscal 2007 and additional foreign earnings taxed at less than the United States federal statutory tax rate.

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     The annual effective tax rate for fiscal 2005 was 11%2007 is 26% lower than the United States federal statutory rate primarily due to benefits of approximately 10%20% related to foreign earnings taxed at less than the United States federal rate, 3%9% related to an increase inthe impact of the tax benefits resulting from our increased ability to use our capital loss carryforwardsaudits completed during the year and 2% related to research and development tax credits, partially offset by state taxes of approximately 4%5%.
     As of September 25, 2005, we had a valuation allowance of approximately $62 million on previously incurred capital losses due to uncertainty as to our ability to generate sufficient capital gains to utilize all capital losses. We will continue to assess the realizability of capital losses. The amount of the valuation allowance on capital losses may be adjusted in the future as our ability to utilize capital losses changes. A change in the valuation allowance may impact the provisionOur Segment Results for income taxes in the period the change occurs.
Fiscal 20042008 Compared to Fiscal 20032007
     The following should be read in conjunction with the fiscal 2008 and 2007 financial results for each reporting segment. See “Notes to Consolidated Financial Statements – Note 9 – Segment Information.”
     Revenues.QCT Segment.TotalQCT revenues for fiscal 20042008 were $4.88$6.72 billion, compared to $3.85$5.28 billion for fiscal 2003. Revenues from Samsung, LG Electronics2007. Equipment and Motorola, customersservices revenues, mostly consisting of our QCT, QTLMSM and QWI segments, comprised an aggregate of 15%, 15%accompanying RF and 10% of total consolidated revenues, respectively, inPM integrated circuits, were $6.53 billion for fiscal 2004,2008, compared to 17%, 13% and 13% of total consolidated revenues, respectively,$5.12 billion for fiscal 2007. The increase in fiscal 2003.
     Revenues from sales of equipment and services for fiscal 2004 were $3.51 billion, compared to $2.86 billion for fiscal 2003. Revenues from sales of integrated circuits increased $652 million, resultingrevenues resulted primarily from an increase of $994 million$1.23 billion related to higher unit shipments and an increase of MSM and accompanying RF integrated circuits, partially offset by a decrease of $331$219 million related to the net effects of reductionschanges in product mix and the average sales prices and changes in product mix.of such products. Approximately 336 million MSM integrated circuits were sold during fiscal 2008, compared to approximately 253 million for fiscal 2007.
     RevenuesQCT’s earnings before taxes for fiscal 2008 were $1.83 billion, compared to $1.55 billion for fiscal 2007. QCT’s operating income as a percentage of its revenues (operating margin percentage) was 27% in fiscal 2008, compared to 29% in fiscal 2007. The decrease in operating margin percentage was primarily due to a decrease in gross margin percentage related to an increase in reserves for excess and obsolete inventory and product support costs.
     QCT inventories increased by 17% in fiscal 2008 from $387 million to $453 million primarily due to the shift in our manufacturing business model from turnkey to IFM and the related work-in process which includes purchased die and related back-end assembly and test manufacturing services needed to complete QCT’s integrated circuit products. The increase is also attributable to an increase in finished goods associated with growth in sales volume.
QTL Segment.QTL revenues for fiscal 2008 were $3.62 billion, compared to $2.77 billion for fiscal 2007. QTL’s earnings before taxes for fiscal 2008 were $3.14 billion, compared to $2.34 billion for fiscal 2007. QTL’s operating margin percentage was 87% in fiscal 2008, compared to 84% in fiscal 2007. The increase in revenues from licensing and royalty fees for fiscal 2004 were $1.37 billion, comparedprimarily related to $985 million for fiscal 2003. The increase resulted primarily from higher QTL segment royalties, resulting primarily from an increase in phone and infrastructure equipment sales of CDMA-based products reported by ourQTL’s licensees other than Nokia, driven by the continued adoption of WCDMA at higher average selling prices partially offset by the effect of the changethan CDMA and fluctuations in timing of recognizingcurrency exchange rates. In addition, QTL revenues from licensing and royalties to an “as reported” method during the fourth quarter of fiscal 2004. Royalty revenues recorded in fiscal 2004 excluded $1512008 included $560 million of(attributable to both fiscal 2008 and 2007) related to the new agreement with Nokia. Revenues from licensing and royalties that were reported by licensees in the first quarter of fiscal 2004, but estimated and recorded as revenue in the fourth quarter of fiscal 2003. Royalties reported to us by licensees in fiscal 2004 were $1.29 billion as compared to $837 million2007 included royalty payments from Nokia only for sales of Nokia products through April 9, 2007. The increase in fiscal 2003.
Cost of Equipment and Services.Cost of equipment and services revenues for fiscal 2004 was $1.48 billion, compared to $1.27 billion for fiscal 2003. Cost of equipment and services revenues as a percentage of equipment and services revenues was 42% for fiscal 2004, compared to 44% for fiscal 2003. The margin percentage improvement in fiscal 2004 compared to fiscal 2003earnings before taxes was primarily dueattributable to the increase in QCT revenues as a percentageand the effect of total equipment and services revenues, resultingbad debt expenses recognized in increased QCT margin relative to the total.
Research and Development Expenses.For fiscal 2004, research and development expenses were $720 million or 15% of revenues, compared to $523 million or 14% of revenues for fiscal 2003. The dollar and percentage2007, partially offset by increases in research and development expenses and patent costs, which resulted in a corresponding increase in operating margin percentage.
QWI Segment.QWI revenues for fiscal 2008 were $785 million, compared to $828 million for fiscal 2007. Revenues decreased primarily resulted fromdue to a $187$78 million decrease in QES revenues, partially offset by a $27 million increase in costs relatedQIS revenues. The decrease in QES revenues was primarily attributable to integrated circuit productsan $88 million decrease in revenues from product sales, partially offset by an $11 million increase in messaging revenues. QES shipped approximately 91,200 terrestrial-based and other initiatives to support multimedia applications, high-speed wireless Internet access and multimode, multiband, multinetwork products and technologies, including CDMA2000 1X/1xEV-DO, WCDMA, HSDPA and GSM/GPRS/EDGE, and the development of our FLO technology and MediaFLO MDS.
Selling, General and Administrative Expenses.Forsatellite-based systems during fiscal 2004, selling, general and administrative expenses were $547 million or 11% of revenues,2008, compared to $483 million or 13% ofapproximately 190,300 terrestrial-based and satellite-based systems in fiscal 2007. The increase in QIS revenues was primarily attributable to increases in QChat revenues resulting from increased development efforts under a licensing agreement with Sprint and our expanded BREW customer base and products.
     QWI’s loss before taxes for fiscal 2003.2008 was $1 million, compared to earnings before taxes of $88 million for fiscal 2007. QWI’s operating margin percentage was zero percent in fiscal 2008, compared to 11% in fiscal 2007. The dollar increasedecrease in QWI’s earnings before taxes was primarily due to the decrease in revenues, a $61$30 million increase in employee-relatedQIS research and development expenses related to our BREW products and a $21$34 million increase in professional fees, primarily patent administration and outside consultants, andoperating expenses as a $12 million increase relatedresult of the acquisition of Firethorn during the first quarter of fiscal 2008, all of which contributed to a charitable grant to an educational institution for the primary purpose of furthering the study of engineering and math, partially offset by the effect of a $34 million impairment loss recordedcorresponding decline in fiscal 2003 on our wireless licenses in Australia due to developments that affected potential strategic alternatives for using the spectrum. The impairment loss recognized was the difference between the assets’ carrying values and their estimated fair values.operating margin percentage.

4853


     Net Investment Income (Expense).QSI SegmentNet investment income was $184. QSI revenues for fiscal 2008 were $12 million, compared to $1 million for fiscal 2004,2007, related to the commencement of our MediaFLO service in March 2007. QSI’s loss before taxes for fiscal 2008 was $304 million, compared to net investment expense of $8$240 million for fiscal 2003. The change was primarily comprised as follows (in millions):
             
  Year Ended    
  September 26,  September 28,    
  2004  2003  Change 
Interest and dividend income:            
QSI $14  $45  $(31)
Corporate and other segments  161   113   48 
Interest expense  (2)  (2)   
Net realized gains on investments:            
QSI  56   63   (7)
Corporate  32   17   15 
Other-than-temporary losses on investments  (12)  (128)  116 
Gains (losses) on derivative instruments  7   (3)  10 
Equity in losses of investees  (72)  (113)  41 
          
  $184  $(8) $192 
          
     The2007. QSI’s loss before taxes also included a $71 million increase in interest and dividend income on cash and marketable securities held by corporate and other segments was a resultour MediaFLO USA subsidiary’s loss before taxes comprised primarily of higher average cash and marketable securities balances, partially offset by the impactan increase of lower interest rates earned on interest-bearing securities, and $6$50 million in interest income recorded as a resultcost of a refund from the United States Internal Revenue Service. The decrease in QSI interest income was primarily the result of the prepayment on the Pegaso debt facility in the first quarter of fiscal 2004. The other-than-temporary losses on investments during fiscal 2003 primarily related to an $81 million impairment of our investment in a wireless operator in South Koreaequipment and services revenues and a $16$22 million impairment of our investment in a provider of semiconductor packaging, test and distribution services. Equity in losses of investees decreased primarily due to a decrease in losses incurred by Inquam, of which our share was $59 million for fiscal 2004 as compared to $99 million for fiscal 2003.
Income Tax Expense.Income tax expense from continuing operations was $588 million for fiscal 2004, compared to $536 million for fiscal 2003. The annual effective tax rate for continuing operations was approximately 25% for fiscal 2004, compared to 34% for fiscal 2003. The annual effective tax rate for continuing operations for fiscal 2004 was lower than the 2003 effective tax rate for continuing operations primarily due to an increase in foreign earnings taxed at less than the United States federal tax rate, an increase in tax benefits recorded arising from our increased ability to use capital loss carryforwards and the reduction of QTL earnings, which are taxed at a rate that is lower than our effective tax rate, as a percentage of total earnings due to the change in the timing of recognizing QTL royalties. Foreign earnings taxed at less than the United States federal rate were higher in fiscal 2004 primarily due to the adjustment of an intercompany royalty agreement and an increase in foreign earnings. The annual effective tax rate for continuing operations for fiscal 2004 was 10% lower than the United States federal statutory rate due primarily to a benefit of approximately 14% related to foreign earnings taxed at less than the United States federal rate, research and development tax credits and our increased ability to use capital loss carryforwards, partially offset by state taxes of 4%.expenses.
Our Segment Results for Fiscal 20052007 Compared to Fiscal 20042006
     The following should be read in conjunction with the financial results of fiscal 20052007 and 20042006 for each reporting segment. See “Notes to Consolidated Financial Statements, Note 10 —9 – Segment Information.”
     QCT Segment.QCT revenues for fiscal 20052007 were $3.29$5.28 billion, compared to $3.11$4.33 billion for fiscal 2004.2006. Equipment and services revenues, primarily frommostly consisting of MSM and accompanying RF and PM integrated circuits, were $3.20$5.12 billion for fiscal 2005,2007, compared to $3.04$4.20 billion for fiscal 2004.2006. The increase in integrated circuitsequipment and services revenue was comprisedresulted primarily from an increase of $396$761 million related to higher unit shipments partially offset by a decreaseand an increase of $241$144 million related to the net effects of reductionschanges in product mix and the average sales prices and changes in product mix.of such products. Approximately 151253 million MSM integrated circuits were sold during fiscal 2005,2007, compared to approximately 137207 million for fiscal 2004.2006.

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     QCT’s earnings before taxes for fiscal 20052007 were $852 million,$1.55 billion, compared to $1.05$1.30 billion for fiscal 2004.2006. QCT’s operating income as a percentage of its revenues (operating margin percentage) was 26%29% in fiscal 2005,2007, compared to 34%30% in fiscal 2004.2006. The declinedecrease in operating margin percentage in fiscal 2005 as compared to fiscal 2004 was primarily the result of a 45% increasedue to increases in research and development and selling, general and administrative expenses, forpartially offset by an increase in the gross margin percentage.
     QCT inventories increased by 116% in fiscal 2005 as compared2007 from $179 million to fiscal 2004, mainly related$387 million due to increased investmentpurchases of completed die directly from foundry suppliers for use in newQCT’s CDMA-based integrated circuit products and technology research and development initiativesin connection with the shift in our manufacturing business model from turnkey to support lower cost phones, multimedia applications, high-speed wireless Internet access and multiband, multimode, multinetwork products and technologies, including CDMA2000 1X/1xEV-DO, WCDMA, HSDPA and GSM/GPRS/EDGE.IFM.
     QTL Segment.QTL revenues for fiscal 20052007 were $1.84$2.77 billion, compared to $1.33$2.47 billion for fiscal 2004.2006. QTL’s earnings before taxes for fiscal 20052007 were $1.66$2.34 billion, compared to $1.20$2.23 billion for fiscal 2004.2006. QTL’s operating margin percentage was 84% in fiscal 2007, compared to 90% during bothin fiscal 2005 and 2004.2006. The increase in both revenues and earnings before taxes primarily resulted from a $350$306 million increase in royalties, reported to usdriven by our external licensees and the effect of changing the timing of recognizing royalty revenues in the fourth quarter of fiscal 2004. Royalty revenues recorded in fiscal 2004 excluded $151 million of royalties that were reported by external licensees in the first quarter of fiscal 2004, but estimated and recorded as revenue in the fourth quarter of fiscal 2003. Royalties reported to us by external licensees in fiscal 2005 were $1.64 billion, as compared to $1.29 billion in fiscal 2004. The increase in royalties reported to us by external licensees was primarily due to an increase in sales of CDMACDMA-based products by licensees, resulting from higher worldwide demand for CDMA products at higher average selling prices duelicensees. The increase in earnings before taxes was primarily attributable to the growth of higher priced WCDMA salesincrease in revenues, partially offset by increases in legal and shiftsbad debt expenses, which resulted in the geographic distribution of sales of CDMA products. Revenues from license fees were $69 milliona corresponding decline in fiscal 2005, as compared to $59 million in fiscal 2004. During fiscal 2005, we recognized $4 million in revenue related to equity received as license fees, compared to $5 million in fiscal 2004. Other revenues were comprised of intersegment royalties.
     During the periods preceding the fourth quarter of fiscal 2004, we estimated and recorded the royalty revenues earned for sales by certain licensees (the Estimated Licensees) in the quarter in which such sales occurred, but only when reasonable estimates of such amounts could be made. Not all royalties earned were recorded based on estimates. In the fourth quarter of fiscal 2004, we determined that, due to escalating and changing business trends, we no longer had the ability to reliably estimate royalty revenues from the Estimated Licensees. These escalating and changing trends included the commercial launches and global expansion of WCDMA networks, changes in market share among licensees due to increased global competition, and increased variability in the integrated circuit and finished product inventories of licensees. Starting in the fourth quarter of fiscal 2004, we began recognizing royalty revenues solely based on royalties reported by licensees during the quarter. The change in the timing of recognizing royalty revenue was made prospectively and had the initial one-time effect of reducing royalty revenues recorded in the fourth quarter of fiscal 2004. Accordingly, we did not estimate royalty revenues earned in fiscal 2005.operating margin percentage.
     QWI Segment.QWI revenues for fiscal 20052007 were $644$828 million, compared to $571$731 million for fiscal 2004.2006. Revenues increased primarily due to a $37increases of $78 million increaseand $11 million in QIS revenue and a $27 million increase in QWBS revenue.QES revenues, respectively. The increase in QIS revenue wasrevenues is primarily attributable to a $41$61 million increase in QChat revenues resulting from increased development efforts under a licensing agreement with Sprint and an $18 million increase in fees related to our expanded BREW customer base and products. The increase in QWBS revenue wasQES revenues is primarily attributable to a $16$26 million increase in equipment revenue, net of a $24 million decrease in amortization of deferredand messaging revenues, related to historical equipment sales, and a $10 million increase in related messaging services revenue. QWBS shipped approximately 46,800 satellite-based systems and 62,500 terrestrial-based systems during fiscal 2005, compared to approximately 43,400 satellite-based systems and 10,000 terrestrial-based systems in fiscal 2004.
     QWI’s earnings before taxes for fiscal 2005 were $57 million, compared to $19 million for fiscal 2004. QWI’s operating margin percentage was 9% in fiscal 2005, compared to 3% in fiscal 2004. The increases in QWI earnings before taxes and operating percentage were primarily due to a $39 million increase in QIS gross margin largely resulting from the increase in fees related to our expanded BREW customer base and products.
     During fiscal 2005, QWBS completed the process of moving high volume, standard product manufacturing to Mexico to reduce manufacturing costs. The low volume, prototype and new product manufacturing activities remains in San Diego. We continue to evaluate other low cost manufacturing opportunities.
QSI Segment.QSI’s earnings before taxes from continuing operations for fiscal 2005 were $10 million, compared to losses before taxes from continuing operations of $31 million for fiscal 2004. During fiscal 2005, QSI recorded $101 million in realized gains on marketable securities and other investments, compared to $56 million in fiscal 2004. Equity in losses of investees decreased by $43 million primarily due to a decrease in losses incurred by

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Inquam during fiscal 2005 as compared to fiscal 2004, of which our share was $33 million for fiscal 2005 as compared to $59 million for fiscal 2004. These improvements in QSI’s earnings before taxes from continuing operations were partially offset by a $42 million increase in MediaFLO USA operating expenses.
Our Segment Results for Fiscal 2004 Compared to Fiscal 2003
     The following should be read in conjunction with the financial results of fiscal 2004 and 2003 for each reporting segment. See “Notes to Consolidated Financial Statements — Note 10 — Segment Information.”
QCT Segment.QCT revenues for fiscal 2004 were $3.11 billion, compared to $2.43 billion for fiscal 2003. Equipment and services revenues, primarily from MSM and accompanying RF integrated circuits, were $3.04 billion for fiscal 2004, compared to $2.39 billion for fiscal 2003. The increase in integrated circuits revenue was comprised of $994 million related to higher unit shipments, partially offset by a decrease of $331 million related to the effects of reductions in average sales prices and changes in product mix. Approximately 137 million MSM integrated circuits were sold during fiscal 2004, compared to approximately 99 million for fiscal 2003.
     QCT’s earnings before taxes for fiscal 2004 were $1.05 billion, compared to $805 million for fiscal 2003. QCT’s operating income as a percentage of its revenues (operating margin percentage) was 34% in fiscal 2004, compared to 33% in fiscal 2003. The operating margin percentage in fiscal 2004 as compared to fiscal 2003 increased slightly primarily as a result of the increase in gross margin percentage, partially offset by a 40% increase in research and development and selling, general and administrative expenses. Research and development and selling, general and administrative expenses were $153 million higher and $55 million higher, respectively, for fiscal 2004 as compared to fiscal 2003 primarily associated with increased investment in new integrated circuit products and technology research, development and marketing initiatives to support multimedia applications, high-speed wireless Internet access and multiband, multimode, multinetwork products and technologies, including CDMA2000 1X/1xEV-DO, WCDMA, HSDPA and GSM/GPRS/EDGE.
QTL Segment.QTL revenues for fiscal 2004 were $1.33 billion, compared to $1.00 billion for fiscal 2003. Royalty revenues from external licensees were $1.14 billion in fiscal 2004, compared to $838 million in fiscal 2003. QTL’s earnings before taxes for fiscal 2004 were $1.20 billion, compared to $897 million for fiscal 2003. QTL’s operating margin percentage was 90% in fiscal 2004, compared to 89% in fiscal 2003. The increase in both revenues and earnings before taxes primarily resulted from a $455 million increase in royalties reported to us by our external licensees, partially offset by the change in our ability to estimate royalties. Royalty revenues recorded in fiscal 2004 excluded $151 million of royalties that were reported by external licensees in the first quarter of fiscal 2004, but estimated and recorded as revenue in the fourth quarter of fiscal 2003. Royalties reported to us by external licensees in fiscal 2004 were $1.29 billion, as compared to $837 million in fiscal 2003. The increase in royalties reported to us by external licensees was primarily due to an increase in sales of CDMA products by licensees, resulting from higher demand for CDMA products across all major regions of CDMA deployment at higher average selling prices. Revenues from license fees were $59 million in both fiscal 2004 and 2003. During each of fiscal 2004 and 2003, we recognized $5 million in revenue related to equity received as license fees. Other revenues were comprised of intersegment royalties.
     During the periods preceding the fourth quarter of fiscal 2004, we estimated and recorded the royalty revenues earned for sales by certain licensees (the Estimated Licensees) in the quarter in which such sales occurred, but only when reasonable estimates of such amounts could be made. Not all royalties earned were recorded based on estimates. In the fourth quarter of fiscal 2004, we determined that, due to escalating and changing business trends, we no longer had the ability to reliably estimate royalty revenues from the Estimated Licensees. These escalating and changing trends included the commercial launches and global expansion of WCDMA networks, changes in market share among licensees due to increased global competition, and increased variability in the integrated circuit and finished product inventories of licensees. Starting in the fourth quarter of fiscal 2004, we began recognizing royalty revenues solely based on royalties reported by licensees during the quarter. The change in the timing of recognizing royalty revenue was made prospectively and had the initial one-time effect of reducing royalty revenues recorded in the fourth quarter of fiscal 2004.
QWI Segment.QWI revenues for fiscal 2004 were $571 million, compared to $484 million for fiscal 2003. Revenues increased primarily due to a $58 million increase in QWBS revenue and a $37 million increase in QIS revenue. The increase in QWBS revenue was primarily attributable to a $14 million increase in messaging revenue as a result of a larger installed base and a $44 million increase in equipment revenue, net of an $19$15 million decrease in amortization of deferred revenues related to historical equipment sales. QWBSQES shipped approximately 43,400

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satellite-based systems190,300 terrestrial-based and 10,000 terrestrial-basedsatellite-based systems during fiscal 2004,2007, compared to approximately 32,200140,300 terrestrial-based and satellite-based systems and 5,300 terrestrial-based systems in fiscal 2003. The increase in QIS revenue is primarily attributable to a $53 million increase in fees related to our expanded BREW customer base and products, partially offset by a $19 million decrease in QChat revenue resulting from the wind down of development efforts under the licensing agreement with Nextel.2006.
     QWI’s earnings before taxes for fiscal 20042007 were $19$88 million, compared to $15$78 million for fiscal 2003.2006. QWI’s operating margin percentage was 3%11% in both fiscal 2004 and 2003.2007, compared to 10% in fiscal 2006. The increase in QWI’s earnings before taxes was primarily due to a $31$54 million increase in QIS gross margin, largely resulting from the increase in fees related to our expanded BREW customer base and products and QChat development efforts, partially offset by a $29 million increase in QWI research and development and selling, general and administrative expenses.expenses and an $18 million decrease in QES gross margin. The increase in QWI’s operating margin percentage remained flat in fiscal 2004 as compared to fiscal 2003 primarily due to a decline in QWBS gross margin percentage, offset by an improvement in QIS gross margin percentage. The decline in QWBS gross margin percentage in fiscal 2004 as compared to fiscal 2003 was primarily attributable to a decline in the gross margin percentage on equipment sales, which are lower than the margins on messaging services, combined with an increase in equipment sales as a percentage of total QWBS revenue. The improvement in QIS gross margin percentage was primarily attributable to the increase in fees related to our expanded BREW customer base and products.QIS gross margin, partially offset by the decrease in QES gross margin.
     QSI Segment.QSI’s lossesloss before taxes from continuing operations for fiscal 2004 were $312007 was $240 million, compared to $168$133 million for fiscal 2003.2006. QSI’s loss before taxes included a $118 million increase in our MediaFLO USA subsidiary’s loss before taxes comprised primarily of $70 million in cost of services revenues related to the commencement of our MediaFLO service in March 2007 and a $42 million increase in selling, general and administrative expenses, including $20 million related to cooperative marketing expenses. During fiscal 2006, QSI recorded $30 million in equity in losses of investees resulting primarily from the effect of investment losses recognized by Inquam and a venture fund investee in fiscal 2006, of which our share was $20 million and $11 million, respectively. Equity in losses of investees decreased by $42 million primarily due to a decrease in losses incurred by Inquamwas negligible during fiscal 2004 as compared to fiscal 2003, of which our share was $59 million for fiscal 2004 as compared to $99 million for fiscal 2003. During fiscal 2004, we recorded $12 million in other-than-temporary losses on marketable securities and other investments as compared to $127 million for fiscal 2003. During fiscal 2003, we also recorded a $34 million impairment loss on our wireless licenses in Australia due to developments that affected strategic alternatives for using the spectrum. These improvements in QSI’s losses before taxes were partially offset by a $31 million decrease in interest income resulting from the prepayment of the Pegaso debt facility in the first quarter of fiscal 2004 and $28 million in MediaFLO USA operating expenses.2007.

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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, and cash equivalents and marketable securities were $8.7$11.3 billion at September 25, 2005, an increase28, 2008, a decrease of $1.0 billion$546 million from September 26, 2004. The increase was30, 2007. Our cash, cash equivalents and marketable securities at September 28, 2008 consisted of $6.8 billion held by foreign subsidiaries with the remaining balance of $4.5 billion held domestically. Due to tax considerations, we derive liquidity for operations primarily the result of $2.7 billion infrom domestic cash flow and investments held domestically. Total cash provided by operating activities and $386 million in netwas $3.6 billion during fiscal 2008, compared to $3.8 billion during fiscal 2007. Net proceeds from the issuance of common stock under our stock option and employee stock purchase plans partially offset by $953was $1.2 billion during fiscal 2008, compared to $556 million in repurchases of our common stock under our stock repurchase program, $576 million in capital expenditures, $524 million in dividends paid and $249 million invested in other entities and acquisitions.during fiscal 2007.
     On March 8, 2005,11, 2008, we announced that we had been authorized theto repurchase of up to $2$2.0 billion of our common stock under astock. The $2.0 billion stock repurchase program withreplaced a $3.0 billion stock repurchase program, of which approximately $2 million remained authorized for repurchases. The stock repurchase program has no expiration date. Through November 2, 2005,During fiscal 2008, we repurchased and retired approximately 27,083,00042,616,000 shares of our common stock for $953 million. In connection with this$1.7 billion. At September 28, 2008, we had not repurchased any of our shares under the $2.0 billion stock repurchase program, we have two put options outstanding, with expiration dates of December 7, 2005program.
     We declared and March 21, 2006, that may require us to repurchase 11,500,000 shares for $411 million (net of the option premiums received). At November 2, 2005, $636 million remained authorized for repurchases under our stock repurchase program. We announcedpaid dividends totaling $524$982 million, $307$862 million and $135$698 million, or $0.320, $0.190$0.60, $0.52 and $0.085$0.42 per common share, during fiscal 2005, 20042008, 2007 and 2003,2006, respectively. On October 10, 2005,22, 2008, we announced a cash dividend of $0.09$0.16 per share on our common stock, payable on January 4, 20067, 2009 to stockholders of record as of December 7, 2005.11, 2008. 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 credit and financial markets affecting consumers and the banking, finance and housing industries. This disruption was evidenced by a deterioration of confidence in financial markets and a severe decline in the availability of capital and demand for debt and equity securities. At September 28, 2008 and October 31, 2008, gross unrealized gains on marketable securities were $102 million and approximately $75 million, respectively, and gross unrealized losses were $449 million and approximately $1.3 billion, respectively. 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 to recover within a reasonable period of time. Further, we have the ability and the intent to hold such securities until they recover. As a result, we do not believe the decline in the fair value of our marketable securities portfolio will materially affect our liquidity.
     At September 28, 2008, we classified our auction rate securities with recorded values of $186 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 by 6%increased greater than 100% during fiscal 2005.2008 primarily due to a $2.5 billion trade receivable for which we received payment in October 2008 related to the new agreements with Nokia, an increase of $423 million in other trade accounts receivable and an increase of $400 million related to amounts receivable for redemptions of money market funds for which we received partial payment in October 2008. Days sales outstanding on a consolidated basis,related to other trade accounts receivable were 30 days at September 25, 2005,28, 2008 compared to 4327 days at September 26, 2004.30, 2007. The changeincrease in other trade accounts receivable and the related days sales outstanding is consistent with the increase in revenuewere primarily due to increased revenues for integrated circuits and the decrease in accounts receivable resulting fromtiming of cash collections.
     We started construction of two facilities in San Diego, California in fiscal 2003, totaling approximately one million additional square feet, to meet the requirements projected in our business plan. The remaining cost of these new facilities is expected to be approximately $149 million through fiscal 2007. In fiscal 2005, we announced our plans to expand our backup Network Management Center in Las Vegas, Nevada, which uses satellite and terrestrial-based technologies to track freight transportation and shipping nationwide. We expect the remaining cost of this expansion will be approximately $35 million through fiscal 2008. In fiscal 2005, our MediaFLO USA subsidiary, areceipts for related receivables.

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wireless multimedia operator, began the development of a nationwide mediacast network based on our FLO technology and MediaFLO MDS. As part of this development, MediaFLO USA has executed a number of lease agreements at broadcast tower sites and has begun the installation of equipment and leasehold improvements at some of these sites. The remaining costs for our existing tower sites under lease, including equipment and leasehold improvements as well as the costs of installation, are expected to be approximately $18 million through fiscal 2006.
     On August 11, 2005, we announced our intention to acquire Flarion, a developer of OFDMA technology. Upon completion of the acquisition, which is anticipated in the first half of fiscal 2006, pending regulatory approval and other customary closing conditions, we estimate that we will pay approximately $545 million in consideration, including approximately $235 million in cash. Upon achievement of certain agreed upon milestones on or prior to the eighth anniversary of the close of this transaction, we may issue additional aggregate consideration of $205 million, including approximately $173 million payable in cash, to Flarion stockholders.
     We intend to continue our strategic investment activities to promote the worldwide adoption of CDMA products and the growth of CDMA-based wireless data and wireless Internet products. As part of these investment activities, we may provide financing or other support to facilitate the marketing and sale of CDMA equipment by authorized suppliers. In the event additional needs for cash arise, we may raise additional funds from a combination of sources including potential debt and equity issuance.
     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 expected 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 $2.28 billion in fiscal 2008 and $1.83 billion in fiscal 2007, and we expect to continue to invest heavily in research and development for new technologies, applications and services for the foreseeable future based on currentwireless industry. Our purchase obligations for fiscal 2009, some of which relate to research and development activities, totaled $868 million, at September 28, 2008. Cash used for strategic investments and acquisitions, net of cash acquired, was $298 million in fiscal 2008 and $249 million in fiscal 2007, 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 plans, including acquisitions, investments in other companies and other assets to support the growth of our business, financing and other commitments, the payment of dividends and possible additional stock repurchases.opportunities.
Contractual Obligations / Off-Balance Sheet Arrangements
     We have no significant contractual obligations not fully recorded on our Consolidated Balance Sheetsconsolidated balance sheets or fully disclosed in the Notesnotes to our Consolidated Financial Statements.consolidated financial statements. We have no material off-balance sheet arrangements as defined in S-K 303(a)(4)(ii).
     At September 25, 2005,28, 2008, our outstanding contractual obligations included (in millions):
                         
      Fiscal  Fiscal  Fiscal  Beyond  No Expiration 
  Total  2006  2007-2008  2009-2010  Fiscal 2010  Date 
Long-term financing under Ericsson arrangement(1)
 $118  $  $  $  $  $118 
Purchase obligations  1,042   750   286   6       
Operating leases  193   67   75   29   22    
Equity investments(1)
  13               13 
Inquam guarantee  27            27    
Other commitments  1   1             
                   
Total commitments  1,394   818   361   35   49   131 
                   
Capital leases(2)
  2            2    
Other long-term liabilities (3)
  40      40          
                   
Total recorded liabilities  42      40      2    
                   
Total $1,436  $818  $401  $35  $51  $131 
                   
Contractual Obligations
Payments Due By Fiscal Period
                         
                      No 
                      Expiration 
  Total  2009  2010-2011  2012-2013  Beyond 2013  Date 
Purchase obligations(1)
 $1,187  $868  $179  $85  $55  $ 
Operating leases  453   85   116   51   201    
Equity funding commitments(2)
  9               9 
                   
Total commitments  1,649   953   295   136   256   9 
                   
                         
Capital leases(3)
  322   10   20   20   272    
Other long-term liabilities (4)(5)
  46      38   1   6   1 
                   
Total recorded liabilities  368   10   58   21   278   1 
                   
Total $2,017  $963  $353  $157  $534  $10 
                   
 
(1)Total purchase obligations include $678 million in commitments to purchase integrated circuit product inventories.
(2) These commitments do not have fixed funding dates. Amountsdates and are presented based on the expiration of the commitment, but actual funding may occur earlier or not at all as funding is subject to certain conditions. Commitments represent the maximum amounts to be financed or funded under these arrangements; actual financing or funding may be in lesser amounts.amounts or not at all.
 
(2)(3) Amounts represent future minimum lease payments not including interest payments. Capital lease obligations are included in other liabilities in the consolidated balance sheet at September 28, 2008.
 
(3)(4) Certain long-term liabilities reflected on our balance sheet, such as unearned revenue,revenues and the obligation under securities lending, are not presented in this table because they do not require cash settlement in the future.
(5)Our consolidated balance sheet at September 28, 2008 included a $227 million noncurrent liability for uncertain tax positions, of which $138 million may result in cash payment. The future payments related to uncertain tax positions have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.
     Additional information regarding our financial commitments at September 25, 200528, 2008 is provided in the Notesnotes to our Consolidated Financial Statements.consolidated financial statements. See “Notes to Consolidated Financial Statements, Note 4 — Investments in Other Entities and Note 9 —8 – Commitments and Contingencies.”

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Future Accounting Requirements
     In September 2006, the FASB issued Statement No. 157 (FAS 157), “Fair Value Measurements,” which 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. FAS 157 does not require any new fair value measurements, but applies to other accounting pronouncements that require or permit fair value measurements. In February 2008, the FASB issued FASB Staff Position 157-2 (FSP 157-2) which delays the effective date of FAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until the beginning of the first quarter of fiscal 2010. In October 2008, the FASB issued FASB Staff Position 157-3 (FSP 157-3) which clarifies the application of FAS 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. The accounting provisions of FAS 157 for financial assets and financial liabilities will be effective for our fiscal 2009 beginning September 29, 2008. The adoption of FAS 157 for financial assets and financial liabilities is not expected to have a material impact on our consolidated financial statements, and we are in the process of determining the effect such adoption will have on our financial statement disclosures. We are also in the process of assessing the effects, if any, the adoption of FAS 157 for nonfinancial assets and nonfinancial liabilities will have on our consolidated financial statements.

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     In February 2007, the FASB issued Statement No. 159 (FAS 159), “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115,” which provides companies the irrevocable option to measure many financial assets and liabilities at fair value with the changes in fair value recognized in earnings (the fair value option) resulting in an opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The accounting provisions of FAS 159 will be effective for our fiscal 2009 beginning September 29, 2008. We are still in the process of determining whether we will apply the fair value option to any of our financial assets. If we do elect the fair value option, the cumulative effect of initially adoption FAS 159 will be recorded as an adjustment to opening retained earnings in the year of adoption and will be presented separately.
     In December 2004,2007, the FASB revised Statement No. 123141 (FAS 123R)141R), “Share-Based Payment,“Business Combinations,” which requires companiesestablishes 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 expensedisclose to enable users of the estimated fair valuefinancial statements to evaluate the nature and financial effects of employee stock options and similar awards. On April 14, 2005, the U.S. Securities and Exchange Commission adopted a new rule amending the compliance dates forbusiness combination. FAS 123R. In accordance with the new rule, the accounting provisions of FAS 123R141R will be effective for usour fiscal 2010 beginning in the first quarter of fiscal 2006. We tentatively expect to adopt the provisions of FAS 123R using a modified prospective application. FAS 123R, which provides certain changes to the method for valuing share-based compensation among other changes, will apply to new awards and to awards that are outstanding on the effective date and are subsequently modified or cancelled. Compensation expense for outstanding awards for which the requisite service had not been rendered as of the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under FAS 123. At September 25, 2005, unamortized compensation expense related to outstanding unvested options, as determined in accordance with FAS 123, that we expect to record during fiscal 2006 was approximately $394 million before income taxes. We will incur additional expense during fiscal 2006 related to new awards granted during fiscal 2006 that cannot yet be quantified.28, 2009. We are in the process of determining how the guidance regarding valuing share-based compensation as prescribedeffects, if any, the adoption of FAS 141R 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 123R161 will be applied to valuing share-based awards granted aftereffective for our second quarter of fiscal 2009 beginning December 29, 2008. We are in the effective date andprocess of determining the impact thateffects the recognitionadoption of compensation expense related to such awardsFAS 161 will have on our financial statements.statement disclosures.
Item 7A. Quantitative and Qualitative Disclosures Aboutabout Market Risk
     Credit Risk.Since September 2007, there has been a major disruption in U.S. and foreign credit and financial markets affecting consumers and the banking, finance and housing industries. This disruption is evidenced by a deterioration of confidence in financial markets 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 September 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, equities and other securities that have been affected by these credit market concerns and had temporary gross unrealized losses of $449 million. At October 31, 2008, gross unrealized losses of our marketable securities portfolio were approximately $1.3 billion. 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.
Interest Rate Market Risk.We invest most of our cash in a number of diversified investmentinvestment- and non-investment gradenon-investment-grade fixed and floating rate securities, consisting of cash equivalents, marketable debt securities and marketable securities.debt mutual funds. Changes in the general level of United States interest rates can affect the principal values and yields of fixed income investments.interest-bearing securities. If interest rates in the general economy were to rise rapidly in a short period of time, our fixed income investmentsinterest-bearing securities could lose value. IfWhen the general economy were to weakenweakens 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 couldmay deteriorate, and our investments couldinterest-bearing securities may lose value.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.

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     The following table provides information about our financial instrumentsinterest-bearing securities that are sensitive to changes in interest rates. For our interest bearing securities, theThe table presents principal cash flows, weighted averageweighted-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.

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Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rates
(Dollars in millions)
                                             
 No Single Fair No Single  
 2006 2007 2008 2009 2010 Thereafter Maturity Total Value 2009 2010 2011 2012 2013 Thereafter Maturity Total
Fixed interest-bearing securities:  
Cash and cash equivalents $608 $ $ $ $ $ $ $608 $608  $758 $ $ $ $ $ $ $758 
Interest rate  3.6% 
Held-to-maturity securities $60 $ $ $ $ $ $ $60 $60 
Interest rate  2.1%   3.1% 
Available-for-sale securities:  
Investment grade $2,266 $336 $221 $9 $20 $9 $213 $3,074 $3,074  $1,562 $314 $279 $95 $39 $130 $198 $2,617 
Interest rate  3.4%  3.7%  4.1%  4.4%  4.1%  6.7%  4.5%   3.4%  3.9%  3.9%  4.0%  5.2%  8.7%  5.0% 
Non-investment grade $2 $5 $24 $48 $38 $573 $ $690 $690  $42 $13 $41 $67 $84 $521 $ $768 
Interest rate  6.5%  7.5%  7.3%  7.3%  8.2%  7.9%   8.1%  7.5%  9.7%  7.8%  8.0%  9.3% 
  
Floating interest-bearing securities:  
Cash and cash equivalents $1,364 $ $ $ $ $ $ $1,364 $1,364  $903 $ $ $ $ $ $ $903 
Interest rate 3.7%    2.0% 
Held-to-maturity securities $70 $ $ $ $ $ $ $70 $70 
Interest rate  1.4% 
Available-for-sale securities:  
Investment grade $174 $289 $131 $26 $13 $49 $552 $1,234 $1,234  $588 $711 $114 $68 $ $87 $574 $2,142 
Interest rate  3.6%  3.7%  3.6%  3.5%  4.0%  4.3%  4.1%   2.9%  3.0%  3.1%  3.1%  5.2%  4.5% 
Non-investment grade $ $6 $ $3 $2 $17 $ $28 $28  $13 $26 $57 $99 $136 $270 $684 $1,285 
Interest rate  4.9%  6.4%  7.1%  8.5%   4.5%  6.8%  7.4%  7.1%  7.2%  7.5%  7.1% 
     Cash and cash equivalents and available-for-sale securities are recorded at fair value.
     Equity Price Market Risk.The recent 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 invest inhave a number of diversified marketable securities portfolio that includes equities held by mutual and mutualexchange-traded fund shares that are subject to equity price risk. The recorded values of marketable equity securities increaseddecreased to $1.16$1.34 billion at September 25, 200528, 2008 from $765 million$1.52 billion at September 26, 2004.30, 2007. The recorded valuevalues of equity mutual fund and exchange-traded fund shares decreased to $293 million$1.28 billion at September 25, 200528, 2008 from $296 million$1.87 billion at September 26, 2004. Our diversified30, 2007. The combined recorded values of marketable equity securities and equity mutual and exchange-traded fund shares decreased by approximately $725 million due to price declines and by approximately $48 million as a result of actions taken to reduce our exposure to equity investments. We have made investments in specificmarketable equity securities of companies of varying size, style, industry and industry segments may vary over time,geography, and changes in the concentrations of these investmentsinvestment 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 September 25, 200528, 2008 would cause a corresponding 10% decrease in the carrying amounts of these securities, or $145$262 million.
     Our strategic investments in other entities consist substantially of investments in private early stage companies accounted for under the equity and cost methods. Accordingly, we believe that our exposure to market risk from these investments is not material. Additionally, we do not anticipate any near-term changes in the nature At October 31, 2008, gross unrealized losses of our market risk exposures or in management’s objectivesmarketable equity securities and strategies with respect to managing such exposures. The recorded values of these strategic investments totaled $121 million at September 25, 2005, as compared to $162 million at September 26, 2004.
     We hold warrants to acquire equity interests in certain strategic investees that are subject to equity price risk. Substantially all of these warrants are recorded at fair value in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instrumentsmutual fund and Hedging Activities.” The recorded values of warrants held at September 25, 2005 totaled $1 million, as compared to $4 million at September 26, 2004.
     In connection with our stock repurchase program, we sell put options that may require us to repurchaseexchange-traded fund shares of our common stock at fixed prices. These written put options subject us to equity price risk. At September 25, 2005, two put options were outstanding, which expire on December 7, 2005 and March 21, 2006, that may require us to repurchase 11,500,000 shares of our common stock upon exercise for $411 million (net of the option premiums received). The put option liabilities, with a fair value of $7 million at September 25, 2005, were included in other current liabilities. If the fair value of our common stock at September 25, 2005 decreased by 10%, the put options would expire unexercised resulting in $7 million in investment income. If the fair value of our common stock at September 25, 2005 decreased by 25%, the amount required to physically settle the put options would exceed the fair value of the shares repurchased by approximately $25 million, net of the $23 million in premiums received.$786 million.
     Additional information regarding our strategic investments is provided in Management’s Discussion and Analysis of Financial Condition and Operating Results in this Annual Report.

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     Foreign Exchange Market Risk.We manage our exposure to foreign exchange market risks, when deemed appropriate, through the use of derivative financial instruments, consisting primarily of foreign currency forward and option contracts.contracts with financial counterparties. Such derivative financial instruments are viewed as hedging or risk management tools and are not used for speculative or trading purposes. At September 25, 2005,28, 2008, we had no foreign currency forward contracts outstanding. At September 25, 2005, the recorded values28, 2008, we had a net asset of $37 million related to our foreign currency option contracts that hedge the foreign currency risk on royalties earned from certain international licensees on their sales of CDMA and WCDMA products were $16 million.products. In the event of the financial insolvency or distress of a counterparty to our derivative financial instruments, we may be unable to settle transactions, which could materially impact our results. If our forecasted royalty revenues were to decline by 20% and foreign exchange rates were to change unfavorably by 20% in each of our hedged foreign currencies, we would incur a loss of approximately $6$8 million resulting from a decrease in fair value of the portion of our hedges that would be rendered ineffective. See “Note 1“Notes to the Consolidated Financial Statements, -Note 1 – The Company and itsIts Significant Accounting Policies” for a description of our foreign currency accounting policies.

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     Financial instruments held by consolidated subsidiaries and equity method investees whichthat are not denominated in the functional currency of those entities are subject to the effects of currency fluctuations and may affect reported earnings. As a global concern, we face exposure to adverse movements in foreign currency exchange rates. We may hedge currency exposures associated with certain assets and liabilities denominated in nonfunctional currencies and certain anticipated nonfunctional currency transactions. As a result, we could experience unanticipated gains or losses on anticipated foreign currency cash flows, as well as economic loss with respect to the recoverability of investments. While we may hedge certain transactions with non-United States customers, declines in currency values in certain regions may, if not reversed, adversely affect future product sales because our products may become more expensive to purchase in the countries of the affected currencies.
     Our analysis methods used to assess and mitigate riskthe risks discussed above should not be considered projections of future risks.
Item 8. Financial Statements and Supplementary Data
     Our consolidated financial statements at September 25, 200528, 2008 and September 26, 200430, 2007 and the Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, are included in this Annual Report on Form 10-K on pages F-1 through F-34.F-31.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     None.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness 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 isterms are 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 Annual Report.
Management’s Report on Internal Control Over Financial Reporting
     Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework inInternal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework inInternal Control Integrated Framework, our management concluded that our internal control over financial reporting was effective as of September 25, 2005.28, 2008.
     PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the consolidated financial consolidated statements included in this Annual Report on Form 10-K, has also audited management’s assessment of our internal control over financial reporting and the effectiveness of our internal control over financial reporting as of September 25, 2005,28, 2008, as stated in theirits report which appears on pages F-1page F-1.
Inherent Limitations Over Internal Controls
     Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and F-2.the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
iii.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

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     Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
     There have been no changes in our internal control over financial reporting during fiscal 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
     None.

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PART III
Item 10. Directors and Executive Officers of the Registrantand Corporate Governance
     The information required by this item regarding directors is incorporated by reference to our Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to be held in 20062009 (the “2006“2009 Proxy Statement”) under the headingsheading “Election of Directors.” Information regarding executive officers is set forth in Item 1 of Part I of this Report under the caption “Executive Officers of the Registrant.Officers.” The information regarding our code of ethics is incorporated by reference to our Definitivethe 2009 Proxy Statement filed with the Securities and Exchange Commission on January 14, 2005 under the heading “Code of Ethics.”
Item 11. Executive Compensation
     The information required by this item is incorporated by reference to the 20062009 Proxy Statement under the heading “Executive Compensation and Other Matters.Related Information.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
     The information required by this item is incorporated by reference to the 20062009 Proxy Statement under the headings “Equity Compensation Plan Information” and “Security“Stock Ownership of Certain Beneficial Owners and Management.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
     The information required by this item is incorporated by reference to the 20062009 Proxy Statement under the heading “Certain Relationships and Related Person Transactions.”
Item 14. Principal Accounting Fees and Services
     The information required by this item is incorporated by reference to the 20062009 Proxy Statement under the heading “Fees Paid to PricewaterhouseCoopers LLP.for Professional Services.

5761


PART IV
Item 15. Exhibits and Financial Statement Schedule
The following documents are filed as part of this report:
     Financial statement schedules other than those listed above have been omitted because they are either not required, not applicable or the information is otherwise included in the notes to the Financial Statements.consolidated financial statements.
(b) Exhibits:
   
Exhibit  
Number Description
2.6Agreement and Plan of Reorganization, dated as of July 25, 2005, by and among the Company, Fluorite Acquisition Corporation, Quartz Acquisition Corporation, Flarion Technologies, Inc. and QFREP, LLC. (1)
3.1 Restated Certificate of Incorporation. (2)(1)
   
3.2 Certificate of Amendment of Certificate of Designation. (3)(2)
   
3.4 Amended and Restated Bylaws. (2)(3)
   
10.1 Form of Indemnity Agreement between the Company, each director and certain officers.(4)(5)
   
10.2 1991 Stock Option Plan, as amended.(4)(6)
   
10.4 Form of Stock Option Grant under the 1991 Stock Option Plan.(4)(6)
   
10.12DS-CDMA Technology Agreement and related Patent License Agreement, each dated September 26, 1990 between the Company and MOTOROLA, Inc.(5)(7)
10.16Amendment dated January 21, 1992 to that certain Technology Agreement dated September 26, 1990 with MOTOROLA, Inc.(8)(9)
10.21 Executive Retirement Matching Contribution Plan, as amended.(4)(6)
10.221996 Non-qualified Employee Stock Purchase Plan, as amended.(4)(6)
   
10.29 1998 Non-Employee Director’s Stock Option Plan, as amended.(4)(10)(7)
   
10.40 Form of Stock Option Grant Notice and Agreement under the 2001 Stock Option Plan.(4)(6)
   
10.412001 Employee Stock Purchase Plan, as amended.(4)(6)
10.43 Form of Stock Option Grant Notice and Agreement under the 2001 Non-Employee Directors’ Stock Option Plan.(4)(11)(8)
   
10.55 2001 Stock Option Plan, as amended.(4)(12)(7)
   
10.58 Form of Annual Grant under the 1998 Non-Employee Directors’ Stock Option Plan.(4)(6)
   
10.59Iridigm Display Corporation 2000 Stock Option Plan.(4)(13)
10.60Forms of Stock Option Agreements under the Iridigm Display Corporation 2000 Stock Option Plan.(4)(13)
10.61Summary of 2005 Annual Bonus Program (4)(14)

58


Exhibit
NumberDescription
10.62Offer Letter Agreement with Richard Sulpizio dated January 17, 2005.(4)(15)
10.63 Summary of Changes to Non-Employee Director Compensation Program.(4)(16)
10.64Sulpizio Stock Option Agreement dated March 8, 2005 (18,000 Options).(2)(4)
10.65Sulpizio Stock Option Agreement dated March 8, 2005 (157,000 Options).(2)(4)(9)
   
10.66 2001 Non-Employee Directors’ Stock Option Plan, as amended.(4)(17)
10.67Description of 2005 Named Executive Officer Salaries.(7)(18)
10.68Copy of Cruickshank Stock Option Agreement dated June 3, 2005 (40,000 options).(4)(19)
10.69Description of Adjusted Annual Salaries.(20)
10.70Amended and Restated Rights Agreement dated September 26, 2005 between the Company and Computershare Investor Services LLC, as Rights Agent.(3)(10)
   
10.71 Voluntary Executive Retirement Contribution Plan, as amended.(4)(21)(11)
10.74Form of Grant Notice and Stock Option Agreement under the 2006 Long-Term Incentive Plan.(1)(4)
10.78 2006 Long-Term Incentive Plan, as amended. (4)(12)
10.79 2001 Employee Stock Purchase Plan, as amended. (4)(12)
10.80Form of Grant Notice and Restricted Stock Unit Agreement under the 2006 Long-Term Incentive Plan.(4)
   
21 Subsidiaries of the Registrant.
   
23.1 Consent of Independent Registered Public Accounting Firm.
   
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.

62


   
Exhibit
NumberDescription
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 Annex Aan exhibit to the Registrant’s Registration StatementCurrent Report on Form S-4 (No. 333-127725).8-K filed on March 13, 2006.
 
(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on March 11,September 30, 2005.
 
(3) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on September 30, 2005.22, 2006.
 
(4) Indicates management or compensatory plan or arrangement required to be identified pursuant to Item 15(a).
 
(5) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (No. 33-42782).
 
(6) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2004.
 
(7) Certain confidential portions deleted pursuant to Order Granting Application or Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 dated December 12, 1991.
(8)Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 27, 1992.
(9)Certain confidential portions deleted pursuant to Order Granting Application for Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 dated March 19, 1993.
(10)Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2000.28, 2004.
 
(11)(8) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2001.
 
(12)Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2004.
(13)Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (No. 333 119904).
(14)Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on December 13, 2004.
(15)Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on January 19, 2005.
(16)(9) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 25, 2005.
 
(17)(10) Filed as an exhibit to the Registrant’s Current Report on Form 8-K/A filed on May 6, 2005.
 
(18)Filed under the heading “2005 Named Executive Officer Salaries” in Item 1.01 of the Registrant’s Current Report on Form 8-K filed on March 11, 2005.
(19)Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 8, 2005.
(20)Filed under the heading “Adjusted Annual Salaries” in Item 1.01 of the Registrant’s Current Report on Form 8-K filed on July 8, 2005.
(21)(11) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 26, 2005.
(12)Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2008.

5963


SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
November 2, 20056, 2008
     
 QUALCOMM Incorporated
 
 
 By  /s//s/ Paul E. Jacobs   
 Paul E. Jacobs,  
 Chief Executive Officer  

6064


     
     Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
     
Signature Title Date
 
/s/ PAULPaul E. JACOBSJacobs Chief Executive Officer and Director November 2, 20056, 2008
     
Paul E. Jacobs (Principal Executive Officer)  
     
/s/ WILLIAM E. KEITEL
William E. Keitel
 Chief Financial Officer
November 6, 2008
William E. Keitel(Principal Financial and Accounting Officer) November 2, 2005
     
/s/ IRWIN JACOBS
Irwin Jacobs
 Chairman of the Board November 2, 20056, 2008
Irwin Jacobs
     
/s/ RICHARD C. ATKINSON
Richard C. AtkinsonBarbara T. Alexander
 Director November 2, 20056, 2008
Barbara T. Alexander
     
/s/ ADELIA A. COFFMAN
Adelia A. CoffmanStephen M. Bennett
 Director November 2, 20056, 2008
Stephen M. Bennett
     
/s/ DONALD CRUICKSHANK
Donald Cruickshank
 Director November 2, 20056, 2008
Donald Cruickshank
     
/s/ RAYMOND V. DITTAMORE
Raymond V. Dittamore
 Director November 2, 20056, 2008
Raymond V. Dittamore
     
/s/ DIANA LADY DOUGAN
Diana Lady DouganRobert E. Kahn
 Director November 2, 20056, 2008
Robert E. Kahn
     
/s/ ROBERT E. KAHN
Robert E. KahnSherry Lansing
 Director November 2, 20056, 2008
Sherry Lansing
     
/s/ DUANE A. NELLES
Duane A. Nelles
 Director November 2, 20056, 2008
Duane A. Nelles
     
/s/ PETER M. SACERDOTE
Peter M. SacerdoteBrent Scowcroft
 Director November 2, 20056, 2008
Brent Scowcroft
     
/s/ BRENT SCOWCROFT
Brent ScowcroftMarc I. Stern
 Director November 2, 20056, 2008
     
/s/ MARC I. STERN
Marc I. Stern
DirectorNovember 2, 2005
    
/s/ RICHARD SULPIZIO
Richard Sulpizio
DirectorNovember 2, 2005

6165


Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of QUALCOMM Incorporated:
     We have completed integrated audits of QUALCOMM Incorporated’s 2005 and 2004 consolidated financial statements and of its internal control over financial reporting as of September 25, 2005 and September 26, 2004 and an audit of its 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions on QUALCOMM Incorporated’s 2005, 2004 and 2003 consolidated financial statements and of its internal control over financial reporting as of September 25, 2005, based on our audits, are presented below.
Consolidated financial statements and financial statement schedule
     In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of QUALCOMM Incorporated and its subsidiaries (the Company) as ofat September 25, 200528, 2008 and September 26, 2004,30, 2007 and the results of their operations and their cash flows for each of the three years in the period ended September 25, 200528, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2)presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. TheseAlso in our opinion, the Company maintained, in all material respects, effective internal control over financial statements and financial statement schedule arereporting as of September 28, 2008, based on criteria established inInternal Control — Integrated Frameworkissued by the responsibilityCommittee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management. Our responsibilitymanagement is to express an opinion onresponsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditmisstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includesincluded examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.
Internal control over financial reportingopinions.
     Also,As discussed in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, thatNote 1 to the consolidated financial statements, effective October 1, 2007, the Company maintained effective internal control over financial reporting asadopted the provisions of September 25, 2005 based on criteria establishedFASB Interpretation No. 48, “Accounting for Uncertainty inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 25, 2005, based on criteria established inInternal Control — Integrated Frameworkissued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. Income Taxes.”
     A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F- 1


     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Diego, California
November 2, 20056, 2008

F- 2F-1


QUALCOMM Incorporated
CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
                
 September 25, September 26,  September 28, September 30, 
 2005 2004  2008 2007 
ASSETS
 ASSETS
 
Current assets:  
Cash and cash equivalents $2,070 $1,214  $1,840 $2,411 
Marketable securities 4,478 4,768  4,571 4,170 
Accounts receivable, net 544 581  4,038 715 
Inventories 177 154  521 469 
Deferred tax assets 343 409  289 435 
Collateral held under securities lending 173 421 
Other current assets 179 101  291 200 
          
Total current assets 7,791 7,227  11,723 8,821 
Marketable securities 2,133 1,653  4,858 5,234 
Deferred tax assets 830 318 
Property, plant and equipment, net 1,022 675  2,162 1,788 
Goodwill 571 356  1,517 1,325 
Deferred tax assets 444 493 
Other intangible assets, net 3,104 664 
Other assets 518 416  369 345 
          
Total assets $12,479 $10,820  $24,563 $18,495 
          
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
 LIABILITIES AND STOCKHOLDERS’ EQUITY
 
Current liabilities:  
Trade accounts payable $376 $286  $570 $635 
Payroll and other benefits related liabilities 196 194  406 311 
Unearned revenue 163 172 
Income taxes payable 20 119 
Unearned revenues 394 218 
Obligation under securities lending 173 421 
Other current liabilities 335 242  728 554 
          
Total current liabilities 1,070 894  2,291 2,258 
Unearned revenue 146 170 
Unearned revenues 3,768 142 
Income taxes payable 227  
Other liabilities 144 92  333 260 
          
Total liabilities 1,360 1,156  6,619 2,660 
          
 
Commitments and contingencies (Notes 4 and 9) 
Commitments and contingencies (Note 8) 
  
Stockholders’ equity:  
Preferred stock, $0.0001 par value; issuable in series; 8 shares authorized; none outstanding at September 25, 2005 and September 26, 2004   
Common stock, $0.0001 par value; 6,000 shares authorized; 1,640 and 1,635 shares issued and outstanding at September 25, 2005 and September 26, 2004   
Preferred stock, $0.0001 par value; issuable in series; 8 shares authorized; none outstanding at September 28, 2008 and September 30, 2007   
Common stock, $0.0001 par value; 6,000 shares authorized; 1,656 and 1,646 shares issued and outstanding at September 28, 2008 and September 30, 2007, respectively   
Paid-in capital 6,753 6,940  7,511 7,057 
Retained earnings 4,328 2,709  10,717 8,541 
Accumulated other comprehensive income 38 15 
Accumulated other comprehensive (loss) income  (284) 237 
          
Total stockholders’ equity 11,119 9,664  17,944 15,835 
          
Total liabilities and stockholders’ equity $12,479 $10,820  $24,563 $18,495 
          
See accompanying notes.

F- 3F-2


QUALCOMM Incorporated
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
                        
 Year Ended  Year Ended 
 September 25, September 26, September 28,  September 28, September 30, September 24, 
 2005 2004 2003  2008 2007 2006 
Revenues:  
Equipment and services $3,744 $3,514 $2,862  $7,160 $5,765 $4,776 
Licensing and royalty fees 1,929 1,366 985  3,982 3,106 2,750 
              
 5,673 4,880 3,847 
Total revenues 11,142 8,871 7,526 
              
Operating expenses:  
Cost of equipment and services revenues 1,645 1,484 1,268  3,414 2,681 2,182 
Research and development 1,011 720 523  2,281 1,829 1,538 
Selling, general and administrative 631 547 483  1,717 1,478 1,116 
              
Total operating expenses 3,287 2,751 2,274  7,412 5,988 4,836 
              
 
Operating income 2,386 2,129 1,573  3,730 2,883 2,690 
Investment income (expense), net (Note 5) 423 184  (8)
        
Income from continuing operations before income taxes 2,809 2,313 1,565 
Investment income, net (Note 4) 96 743 466 
       
Income before income taxes 3,826 3,626 3,156 
Income tax expense  (666)  (588)  (536)  (666)  (323)  (686)
       
Income from continuing operations 2,143 1,725 1,029 
       
 
Discontinued operations (Note 12): 
Loss from discontinued operations before income taxes   (10)  (280)
Income tax benefit  5 78 
       
Loss from discontinued operations   (5)  (202)
       
        
Net income $2,143 $1,720 $827  $3,160 $3,303 $2,470 
              
  
Basic earnings per common share from continuing operations $1.31 $1.07 $0.65 
Basic loss per common share from discontinued operations   (0.01)  (0.13)
       
Basic earnings per common share $1.31 $1.06 $0.52  $1.94 $1.99 $1.49 
              
 
Diluted earnings per common share from continuing operations $1.26 $1.03 $0.63 
Diluted loss per common share from discontinued operations    (0.12)
        
Diluted earnings per common share $1.26 $1.03 $0.51  $1.90 $1.95 $1.44 
              
  
Shares used in per share calculations:  
Basic 1,638 1,616 1,579  1,632 1,660 1,659 
              
Diluted 1,694 1,675 1,636  1,660 1,693 1,711 
              
  
Dividends per share announced $0.320 $0.190 $0.085  $0.60 $0.52 $0.42 
              
See accompanying notes.

F- 4F-3


QUALCOMM Incorporated
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
                        
 Year Ended  Year Ended 
 September 25, September 26, September 28,  September 28, September 30, September 24, 
 2005 2004 2003  2008 2007 2006 
Operating Activities:
  
Income from continuing operations $2,143 $1,725 $1,029 
Net income $3,160 $3,303 $2,470 
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation and amortization 200 163 146  456 383 272 
Asset impairment and related charges   34 
Revenues related to non-monetary exchanges  (172)   (1)
Non-cash portion of income tax expense 306 91 514 
Non-cash portion of share-based compensation expense 541 488 495 
Incremental tax benefits from stock options exercised  (408)  (240)  (403)
Net realized gains on marketable securities and other investments  (179)  (88)  (80)  (155)  (222)  (136)
(Gains) losses on derivative instruments  (33)  (7) 3 
Other-than-temporary losses on marketable securities and other investments 14 12 128  535 27 24 
Equity in losses of investees 28 72 113 
Non-cash income tax expense 498 419 411 
Other non-cash charges  35 13 
Proceeds from (purchases of) trading securities   2 
Increase (decrease) in cash resulting from changes in: 
Other items, net 3  (43) 31 
Changes in assets and liabilities, net of effects of acquisitions (Note 10): 
Accounts receivable, net 35  (93) 53   (653)  (16)  (133)
Inventories  (23)  (50)  (23)  (47)  (234)  (71)
Other assets  (74) 51  (12)  (17)  (96) 15 
Trade accounts payable 57 151  (24)  (63) 209 51 
Payroll, benefits and other liabilities 49 148 43  161 139 96 
Unearned revenue  (29)  (57)  (12)
Unearned revenues  (89) 22 29 
              
Net cash provided by operating activities 2,686 2,481 1,824  3,558 3,811 3,253 
              
Investing Activities:
  
Capital expenditures  (576)  (332)  (202)  (1,397)  (818)  (685)
Purchases of available-for-sale securities  (8,055)  (8,372)  (4,484)  (7,680)  (8,492)  (12,517)
Proceeds from sale of available-for-sale securities 8,072 5,026 3,183  6,689 7,998 10,853 
Purchases of held-to-maturity securities   (184)  (355)
Increase in receivables for settlement of investments  (406)   
Maturities of held-to-maturity securities 10 401 257    130 
Issuance of finance receivables   (1)  (150)
Collection of finance receivables 2 196 813 
Other investments and acquisitions, net of cash acquired  (249)  (70)  (37)  (298)  (249)  (407)
Change in collateral held under securities lending 248  (421)  
Other items, net 20 10  (17) 25 84 3 
              
Net cash used by investing activities  (776)  (3,326)  (992)  (2,819)  (1,898)  (2,623)
              
Financing Activities:
  
Proceeds from issuance of common stock 386 330 191  1,184 556 692 
Incremental tax benefits from stock options exercised 408 240 403 
Repurchase and retirement of common stock  (953)   (166)  (1,670)  (1,482)  (1,500)
Proceeds from put options 37 5 7 
Dividends paid  (524)  (308)  (135)  (982)  (862)  (698)
Change in obligation under securities lending  (248) 421  
Other items, net 1 16 11 
              
Net cash (used) provided by financing activities  (1,054) 27  (103)
       
Net cash used by discontinued operations   (13)  (89)
Net cash used by financing activities  (1,307)  (1,111)  (1,092)
              
Effect of exchange rate changes on cash    (2)  (3) 2  (1)
              
Net increase (decrease) in cash and cash equivalents
 856  (831) 638 
Net (decrease) increase in cash and cash equivalents
  (571) 804  (463)
Cash and cash equivalents at beginning of year
 1,214 2,045 1,407  2,411 1,607 2,070 
              
Cash and cash equivalents at end of year
 $2,070 $1,214 $2,045  $1,840 $2,411 $1,607 
              
See accompanying notes.

F- 5F-4


QUALCOMM Incorporated
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
                                        
 Accumulated    Accumulated   
 Other Total  Other Total 
 Common Stock Paid-in Retained Comprehensive Stockholders’  Common Stock Paid-In Retained Comprehensive Stockholders’ 
 Shares Capital Earnings Income (Loss) Equity  Shares Capital Earnings Income (Loss) Equity 
Balance at September 29, 2002
 1,557 $4,918 $605 $(131) $5,392 
Balance at September 25, 2005
 1,640 $6,753 $4,328 $38 $11,119 
      
Components of comprehensive income:  
Net income   827  827    2,470  2,470 
Foreign currency translation     (3)  (3)
Unrealized net gains on securities, net of income taxes of $45    69 69 
Reclassification adjustment for net realized gains included in net income, net of income taxes of $27     (41)  (41)
Reclassification adjustment for other-than-temporary losses on marketable securities included in net income, net of income taxes of $18    82 82 
Unrealized net gains on securities and derivative instruments, net of income taxes of $65    104 104 
Reclassification adjustment for net realized gains on securities and derivative instruments included in net income, net of income taxes of $56     (89)  (89)
Other comprehensive income, net of income taxes of $8 11 11 
      
Total comprehensive income 934  2,496 
      
Exercise of stock options 47 153   153  36 608   608 
Tax benefit from exercise of stock options  267   267   394   394 
Issuance for Employee Stock Purchase and Executive Retirement Plans 3 38   38  2 71   71 
Reversal of the valuation allowance on certain deferred tax assets  1,106   1,106 
Share-based compensation  496   496 
Repurchase and retirement of common stock  (10)  (158)    (158)  (34)  (1,473)    (1,473)
Dividends    (135)   (135)    (698)   (698)
Stock-based compensation expense  1   1 
Value of common stock issued for acquisition 8 353   353 
Value of options exchanged for acquisitions  40   40 
                      
Balance at September 28, 2003
 1,597 6,325 1,297  (24) 7,598 
Balance at September 24, 2006
 1,652 7,242 6,100 64 13,406 
      
Components of comprehensive income:  
Net income   1,720  1,720    3,303  3,303 
Foreign currency translation    56 56 
Unrealized net gains on securities, net of income taxes of $20    29 29 
Reclassification adjustment for net realized gains included in net income, net of income taxes of $35     (53)  (53)
Reclassification adjustment for other-than-temporary losses on marketable securities included in net income, net of income taxes of $5    7 7 
Unrealized net gains on securities and derivative instruments, net of income taxes of $198    274 274 
Reclassification adjustment for net realized gains on securities and derivative instruments included in net income, net of income taxes of $87     (131)  (131)
Other comprehensive income, net of income taxes of $6    30 30 
      
Total comprehensive income 1,759  3,476 
      
Exercise of stock options 36 284   284  28 477   477 
Tax benefit from exercise of stock options  285   285   229   229 
Issuance for Employee Stock Purchase and Executive Retirement Plans 2 46   46  3 88   88 
Share-based compensation  485   485 
Repurchase and retirement of common stock  (37)  (1,459)    (1,459)
Dividends    (308)   (308)    (862)   (862)
Other   (5)    (5)
                      
Balance at September 26, 2004
 1,635 6,940 2,709 15 9,664 
Balance at September 30, 2007
 1,646 7,057 8,541 237 15,835 
      
Components of comprehensive income:  
Net income   2,143  2,143    3,160  3,160 
Unrealized net losses on securities and derivative instruments, net of income tax benefits of $373     (738)  (738)
Reclassification adjustment for net realized gains on securities and derivative instruments included in net income, net of income taxes of $48     (72)  (72)
Reclassification adjustment for other-than-temporary losses on marketable securities included in net income, net of income tax benefits of $201    301 301 
Foreign currency translation    5 5      (12)  (12)
Unrealized net gains on securities, net of income taxes of $73    103 103 
Unrealized net gains on derivative instruments, net of income taxes of $6    9 9 
Reclassification adjustment for net realized gains on securities included in net income, net of income taxes of $68     (102)  (102)
Reclassification adjustment for other-than-temporary losses on marketable securities included in net income, net of income taxes of $5    8 8 
      
Total comprehensive income 2,166  2,639 
      
Exercise of stock options 30 348   348  49 1,070   1,070 
Tax benefit from exercise of stock options  346   346   385   385 
Issuance for Employee Stock Purchase and Executive Retirement Plans 2 56   56  4 117   117 
Share-based compensation  544   544 
Repurchase and retirement of common stock  (27)  (953)    (953)  (43)  (1,666)    (1,666)
Dividends    (524)   (524)    (982)   (982)
Value of options exchanged for acquisitions  19   19 
Deferred stock-based compensation from acquisitions   (3)    (3)
Value of options exchanged for acquisition  4   4 
Cumulative effect of adoption of FIN 48 (Note 1)    (2)   (2)
                      
Balance at September 25, 2005
 1,640 $6,753 $4,328 $38 $11,119 
Balance at September 28, 2008
 1,656 $7,511 $10,717 $(284) $17,944 
                      
See accompanying notes.

F- 6F-5


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The Company and itsIts Significant Accounting Policies
     The Company.QUALCOMM Incorporated (the Company or QUALCOMM), a Delaware corporation, develops, designs, manufactures and markets digital wireless telecommunications products and services based on its Code Division Multiple Access (CDMA) technology.services. The Company is a leading developer and supplier of CDMA-basedCode Division Multiple Access (CDMA)-based integrated circuits and system software for wireless voice and data communications, multimedia functions and global positioning system products to wireless device and infrastructure manufacturers. The Company also manufactures and sells products based upon Orthogonal Frequency Division Multiplexing Access (OFDMA) technology, e.g. FLASH-OFDM. The Company grants licenses to use portions of its intellectual property portfolio, which includes certain patent rights essential to and/or useful in the manufacture and sale of CDMAcertain wireless products, and receives license fees as well as ongoing royalties based on sales by licensees of wireless telecommunications equipment products incorporating its patented technologies. Currently, the vast majority of the Company’s license fees and royalty revenues is comprised of fees and royalties from companies selling wireless products incorporating the Company’s CDMA technologies.technologies, but the Company has also licensed its patented OFDMA technology. The Company provides satellitesatellite- and terrestrial-based two-way data messaging and position reporting services for transportation companies, private fleets, construction equipment fleets and other enterprise companies. The Company provides the BREW (Binary Runtime Environment for Wireless) product and services to wireless network operators, handsetdevice manufacturers and application developers and support for developing and delivering over-the-air wireless applications and services. The Company also makes strategic investments to promote the worldwide adoption of CDMA products and services for wireless voice and Internetinternet data communications.
     Principles of Consolidation.The Company’s 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 Company’s foreign subsidiaries and equity method investees are included in the consolidated financial statements one month in arrears to facilitate the timely inclusion of such entities in the Company’s consolidated financial statements. The Company does not have any investments in entities it believes are variable interest entities for which the Company is the primary beneficiary.
     The Company deconsolidated the Vésper Operating Companies and TowerCo during fiscal 2004 as a result of their sale (Note 12). Results of operations and cash flows related to the Vésper Operating Companies and TowerCo are presented as discontinued operations.
Financial Statement Preparation.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 Company’s consolidated 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.
     Fiscal Year.The Company operates and reports using a 52-53 week fiscal year ending on the last Sunday in September. The fiscal years ended September 25, 2005, September 26, 200428, 2008 and September 28, 200324, 2006 each includeincluded 52 weeks. The fiscal year ended September 30, 2007 included 53 weeks.
     Revenue Recognition.The Company derives revenuerevenues principally from sales of integrated circuit products, from royalties and license fees for its intellectual property, from messaging and other services and related hardware sales, from software development and licensing and related services, software hosting services and from license fees for intellectual property.services related to delivery of multimedia content. The timing of revenue recognition and the amount of revenue actually recognized in each case depends upon a variety of factors, including the specific terms of each arrangement and the nature of the Company’s deliverables and obligations.
     The development stageCompany allocates revenue for transactions that include multiple elements to each unit of accounting based on its relative fair value and recognizes revenue for each unit of accounting when revenue recognition criteria have been met. The price charged when the element is sold separately generally determines fair value. When the Company has objective evidence of the fair values of undelivered elements but not delivered elements, the Company allocates revenue first to the fair value of the undelivered elements, and the residual revenue is then allocated to the delivered elements. If the fair value of any undelivered element included in a multiple element arrangement cannot be objectively determined, revenue is deferred until all elements are delivered or services have been performed, or until fair value can objectively be determined for any remaining undelivered elements.
     Revenues from sales of the Company’s customers’ products does not affectare recognized at the timingtime of shipment, or amountwhen title and risk of loss pass to the customer and other criteria for revenue recognized.recognition are met, if later. Revenues from providing services, including software hosting services and the delivery of multimedia content, are recognized when earned.

F-6


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The Company licenses rights to use portions of its intellectual property portfolio, which includes certain patent rights essential to and/or useful in the manufacture and sale of CDMA products, including, without limitation, products implementing cdmaOne, CDMA2000, Wideband CDMA (WCDMA) and/or the CDMA Time Division Duplex (TDD) standards and their derivatives.certain wireless products. Licensees typically pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using the Company’s licensed intellectual property. License fees are recognized over the estimated period of future benefit to the average licensee, typically five to sevenfifteen years. The Company earns royalties on such licensed CDMA products sold worldwide by its licensees at the time that the licensees’ sales occur. The Company’s licensees, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter, and, in some instances, although royalties are

F- 7


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
reported quarterly, payment is on a semi-annual basis. During the periods preceding the fourth quarter of fiscal 2004, thequarter. The Company estimated and recorded therecognizes royalty revenues earned for sales by certain licensees (the Estimated Licensees) in the quarter in which such sales occurred, but only when reasonable estimates of such amounts could be made. Not all royalties earned were estimated.
     Starting in the fourth quarter of fiscal 2004, the Company determined that, due to escalating and changing business trends, the Company no longer had the ability to reliably estimate royalty revenues from the Estimated Licensees. These escalating and changing trends included the commercial launches and global expansion of WCDMA networks, changes in market share among licensees due to increased global competition, and increased variability in the integrated circuit and finished product inventories of licensees. Starting in the fourth quarter of fiscal 2004, the Company began recognizing royalty revenues for a quarter solely based on royalties reported by licensees during such quarter. The change in the timing of recognizing royalty revenue was made prospectivelyquarter and had the initial one-time effect of reducing royalty revenues recorded in the fourth quarter of fiscal 2004. Total royalties reported by external licensees for fiscal 2005 and recorded as revenue for the period were $1.64 billion. Total royalties reported by external licensees for fiscal 2004 and 2003 were $1.29 billion and $837 million, respectively, as compared to $1.14 billion and $838 million, respectively, recorded as royalty revenues from the external licensees for the same periods.
     Revenues from sales of the Company’s CDMA-based integrated circuits are recognized at the time of shipment, or when title and risk of loss pass to the customer and other criteria for revenue recognition criteria are met, if later. Revenues from providing services are recorded when earned.
     In November 2002, the Emerging Issues Task Force (EITF) issued Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” which the Company adopted in the fourth quarter of fiscal 2003. This issue addresses determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how arrangement consideration should be measured and allocated to the separate units of accounting. The Company recognized revenues and expenses from sales of certain satellite and terrestrial-based two-way data messaging and position reporting hardware and related software products by its QWBS division (Note 10) ratably over the shorter of the estimated useful life of the hardware product or the expected messaging service period, which is typically five years, until the fourth quarter of fiscal 2003. The ratable recognition of these sales had been required because the messaging service was considered integral to the functionality of the hardware and software. EITF Issue No. 00-21 does not require the deferral of revenue when an undelivered element is considered integral to the functionality of a delivered element and otherwise requires separate unit accounting in multiple element arrangements. Given that the Company meets the criteria stipulated in EITF Issue No. 00-21, the sale of the hardware is accounted for as a unit of accounting separate from the future service to be provided by the Company. Accordingly, starting in the fourth quarter of fiscal 2003, the Company began recognizing revenues allocated to the hardware using the residual method and related expenses from such sales at the time of shipment, or when title and risk of loss pass to the customer and other criteria for revenue recognition are met, if later, instead of amortizing the related revenue over future periods. The Company elected to adopt EITF Issue No. 00-21 prospectively for revenue arrangements entered into after the third quarter of fiscal 2003, rather than reporting the change in accounting as a cumulative-effect adjustment. The amortization of QWBS equipment revenue that was deferred in the periods prior to the adoption of EITF Issue No. 00-21 will continue with a declining impact through fiscal 2008. QWBS amortized $52 million, $76 million and $23 million in revenue related to such prior period equipment sales in fiscal 2005 and 2004 and during the fourth quarter of fiscal 2003, respectively. Deferred revenues and expenses related to the historical QWBS sales that will continue to be amortized in future periods were $54 million and $34 million, respectively, at September 25, 2005. Gross margin related to these prior sales is expected to be recognized as follows: $13 million in fiscal 2006, $6 million in fiscal 2007 and $1 million in fiscal 2008.met.
     Revenues from long-term contracts are generally recognized using the percentage-of-completion efforts-expended method of accounting, based on costs incurred compared with total estimated costs. The percentage-of-completion method relies on estimates of total contract revenue and costs. RevenueRevenues and profitprofits are subject to revisions as the contract progresses to completion. Revisions in profit estimates are charged or credited to income in the period in which the facts that give rise to the revision become known. If actual contract costs are greater than expected, reduction of contract profit would be required. Billings on uncompleted contracts in excess of incurred cost and accrued profit are classified as unearned revenue. Estimated contract losses are recognized when determined. If substantive uncertainty related to customer acceptance exists or the contract’s duration is relatively short, the Company uses the completed-contract method.

F- 8


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
determined
     The Company provides both perpetual and renewable time-based software licenses. Revenues from software license fees are recognized when all of the followingrevenue recognition criteria are met: the written agreement is executed; the software is delivered; the license fee is fixed and determinable; collectibility of the license fee is probable;met and, if applicable, when vendor-specific objective evidence exists to allocate the total license fee to elements of multiple-element software arrangements, including post-contract customer support. Post-contract support is recognized ratably over the term of the related contract. When contracts contain multiple elements wherein vendor-specific objective evidence exists for all undelivered elements, the Company recognizes revenue for the delivered elements and defers revenue for the fair value of the undelivered elements until the remaining obligations have been satisfied. If vendor-specific objective evidence does not exist for all undelivered elements, revenue for the delivered and undelivered elements is deferred until remaining obligations have been satisfied, or if the only undelivered element is post-contract customer support and vendor specificvendor-specific objective evidence of the fair value of post-contract customer support does not exist, revenue from the entire arrangement is recognized ratably over the support period. Judgments and estimates are made in connection with the recognition of software license revenue, which may include assessments of collectibility, the fair value of deliverable elements and the implied support period. The amount or timing of the Company’s software license revenue may differ as a result of changes in these judgments or estimates.
     The Company records reductions to revenue for customer incentive programs, including special pricing agreements and other volume-related rebate programs. Such reductions to revenue are estimates, which are based on a number of factors, including ourthe contractual provisions of the customer agreements and the Company’s assumptions related to historical and projected customer sales volumes, market share and the contractual provisions of the customer agreements.inventory levels.
     Unearned revenue consistsrevenues consist primarily of fees related to software products, license fees for intellectual property, and hardware productsproduct sales with continuing performance obligations.obligations and billings on uncompleted contracts in excess of incurred cost and accrued profit.
     Concentrations.A significant portion of the Company’s revenues is concentrated with a limited number of customers as the worldwide market for wireless telecommunications products is dominated by a small number of large corporations. Revenues from LG Electronics, Samsung and Motorola,two customers of the Company’s QCT, QTL and QWI segments each comprised 15%, 13%an aggregate of 16% and 11% of total consolidated revenues, respectively, in fiscal 2005, as compared to 15%, 15% and 10%14% of total consolidated revenues in fiscal 2004, respectively,2008, compared to 13% and 13%, 17% and 13%, respectively,14% of total consolidated revenues in fiscal 2003.2007 and 13% of total consolidated revenues in fiscal 2006, respectively. Aggregated accounts receivable from Samsung, LG Electronicsthese two customers and Motorolafrom Nokia Corporation/Nokia Inc. (Nokia) (Notes 3 and 8) comprised 45%73% and 51%40% of gross accounts receivable at September 25, 200528, 2008 and September 26, 2004,30, 2007, respectively.
     Revenues from international customers were approximately 82%, 79% and 77%91% of total consolidated revenues in fiscal 2005, 20042008 and 2003, respectively.87% of total consolidated revenues in fiscal 2007 and 2006.
     Cost of Equipment and Services Revenues.Cost of equipment and services revenues is primarily comprised of the cost of equipment revenues, the cost of messaging and multimedia content delivery services revenues and the cost of development and other services revenues. Cost of equipment revenues consists of the cost of equipment sold, the amortization of certain intangible assets, including license fees and patents, and sustaining engineering costs, including personnel and related costs. Cost of messaging and multimedia content delivery services revenues consists principally of satellite transponder costs, network operations expenses, including personnel and related costs, depreciation, content costs and airtime charges by telecommunications operators. Cost of development and other services revenues primarily includes personnel costs and related expenses.
Shipping and Handling Costs.Costs incurred for shipping and handling are included in cost of equipment and services revenues at the time the related revenue is recognized. Amounts billed to a customer for shipping and handling are reported as revenue.
     Research and Development.Costs incurred in research and development activities are expensed as incurred, except certain software development costs capitalized after technological feasibility of the software is established.

F-7


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     ShippingMarketing.Certain cooperative marketing programs reimburse customers for marketing activities for certain of the Company’s products and Handling Costs.Costsservices, subject to defined criteria. Cooperative marketing obligations are accrued and the costs are recorded in the period in which the costs are incurred for shippingby the customer and handlingthe Company is obligated to reimburse the customer. Cooperative marketing costs are includedrecorded as selling, general and administrative expenses to the extent that a marketing benefit separate from the revenue transaction can be identified and the cash paid does not exceed the fair value of that marketing benefit received. Any excess of cash paid over the fair value of the marketing benefit received is recorded as a reduction in cost of revenues at the time the related revenue is recognized. Amounts billed to a customer for shipping and handling are reported as revenue.
     Income Taxes.The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Tax law and rate changes are reflected in income in the period such changes are enacted. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

F- 9

     On October 1, 2007, the Company adopted FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes,” which prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions. As a result of the adoption, the Company increased its liabilities related to uncertain tax positions by $2 million and accounted for the cumulative effect of this change as a decrease to retained earnings. The Company historically classified such liabilities as reductions to deferred tax assets or as current income taxes payable. Upon adoption, the Company reclassified $174 million in unrecognized tax benefits for which the Company does not anticipate payment or receipt of cash within one year to noncurrent income taxes payable. The total amount of gross unrecognized tax benefits as of the date of adoption of FIN 48 was $224 million, of which $159 million would affect the effective tax rate if recognized.


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The Company’s policy of including interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes did not change as a result of implementing FIN 48. As of the date of adoption, the amounts recognized in income tax expense and income taxes payable for interest and penalties relating to unrecognized tax benefits were negligible.
     The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. As a result of the implementation of FIN 48, we recognize liabilities for uncertain tax positions based on the two-step process prescribed in the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior yearsby tax authorities in determining the adequacy of its provision for income taxes. As part of its assessment of potential adjustments to its tax returns, the Company increases its current tax liability to the extent an adjustment would result in a cash tax payment or decreases its deferred tax assets to the extent an adjustment would not result in a cash tax payment. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, the current tax liabilityincome taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known.
     The Company recognizes windfall tax benefits associated with the exercise of stock options directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from windfall tax benefits. A windfall tax benefit occurs when the actual tax benefit realized by the Company upon an employee’s disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award that the Company had recorded. When assessing whether a tax benefit relating to share-based compensation has been realized, the Company follows the tax law ordering method, under which current year share-based compensation deductions are assumed to be utilized before net operating loss carryforwards and other tax attributes.

F-8


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Cash Equivalents.The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents are comprised of money market funds, certificates of deposit, commercial paper and government agencies’ securities. The carrying amounts approximate fair value due to the short maturities of these instruments.
     Marketable Securities.Management determines theThe appropriate classification of marketable securities is determined at the time of purchase, and reevaluates such designation is reevaluated as of each balance sheet date. Held-to-maturity securities are carried at amortized cost, which approximates fair value. Available-for-sale securities are stated at fair value as determined by the most recently traded price of each security at the balance sheet date. For securities that may not have been actively traded in a given period, fair value is determined using matrix pricing and other valuation techniques. The net unrealized gains or losses on available-for-sale securities are reported as a component of other comprehensive income (loss), net of tax. The specific identification method is used to compute the realized gains and losses on debt and equity securities.
     The Company regularly monitors and evaluates the realizable value of its marketable securities. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things,including: how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the underlying factors contributing to a decline in the prices of securities in a single asset class, the performance of the investee’s 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 Company also reviews the financial statements of the investee to determine if the investee is experiencing financial difficulties and considers new products/services that the investee may have forthcoming that will improve its operating results. If events and circumstances indicate that a decline in the value of these assets has occurred and is other than temporary, the Company records a charge to investment income (expense).
     Allowances for Doubtful Accounts.The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company considers the following factors when determining if collection of a fee is reasonably assured: customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment terms. If the Company has no previous experience with the customer, the Company typically obtains reports from various credit organizations to ensure that the customer has a history of paying its creditors. The Company may also request financial information, including financial statements or other documents (e.g., bank statements) to ensure that the customer has the means of making payment. If these factors do not indicate collection is reasonably assured, revenue is deferred until collection becomes reasonably assured, which is generally upon receipt of cash. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required.
     Inventories.Inventories are valued at the lower of cost or market (replacement cost, not to exceed net realizable value) using the first-in, first-out method. Recoverability of inventory is assessed based on review of committed purchase orders from customers, as well as purchase commitment projections provided by customers, among other things.
     Property, Plant and Equipment.Property, plant and equipment are recorded at cost and depreciated or amortized using the straight-line method over their estimated useful lives. Buildings and building improvements are depreciated over 30 years and 15 years, respectively. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the related lease. Other property, plant and equipment have useful lives ranging from 2 to 15 years. Direct external and internal costs of developing software for internal use are capitalized subsequent to the preliminary stage of development. Leased property meeting certain capital lease criteria is capitalized, and the net present value of the related lease payments is recorded as a liability. Amortization of capital leased assets is recorded using the straight-line method over the shorter of the estimated useful lives or the lease terms. Maintenance, repairs, and minor renewals and betterments are charged to expense as incurred.

F-10


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Upon the retirement or disposition of property, plant and equipment, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded.
     Investments in Other Entities.The Company makes strategic investments in companies that have developed or are developing innovative wireless data applications and wireless operators that promote the worldwide deployment of CDMA systems. Investments in corporate entities with less than a 20% voting interest are generally accounted for under the cost method. The Company uses the equity method to account for investments in corporate entities, including limited liability corporations that do not maintain specific ownership accounts, in which it has a voting interest of 20% to 50% and other than minor to 50% ownership interests in partnerships and limited liability corporations that do maintain specific ownership accounts, or in which it otherwise has the ability to exercise significant influence. Under the equity method, the investment is originally recorded at cost and adjusted to recognize the Company’s share of net earnings or losses of the investee, limited to the extent of the Company’s investment in and advances to the investee and financial guarantees on behalf of the investee that create additional basis. The Company’s equity in net earnings or losses of its investees are recorded one month in arrears to facilitate the timely inclusion of such equity in net earnings or losses in the Company’s consolidated financial statements.
     The Company regularly monitors and evaluates the realizable value of its investments. When assessing an investment for an other-than-temporary decline in value, the Company considers such factors as, among other things, the share price from the investee’s latest financing round, the performance of the investee in relation to its own operating targets and its business plan, the investee’s revenue and cost trends, as well as liquidity and cash position, including its cash burn rate, market acceptance of the investee’s products/services as well as any new products or services that may be forthcoming, any significant news that has been released specific to the investee or the investee’s competitors and/or industry, and the outlook for the overall industry in which the investee operates. From time to time, the Company may consider third party evaluations, valuation reports or advice from investment banks. If events and circumstances indicate that a decline in the value of these assets has occurred and is other than temporary, the Company records a charge to investment income (expense).
Derivatives.The Company holds warrants to purchase equity interests in certain other companies related to its strategic investment activities. These warrants are not held for trading or hedging purposes. Certain of these warrants are recorded at fair value. Changes in fair value are recorded in investment income (expense) as gains (losses) on derivative instruments. Warrants that do not have contractual net settlement provisions are recorded at cost. The recorded values of the warrants in other current assets were $1 million and $4 million at September 25, 2005 and September 26, 2004, respectively.
The Company may enter into foreign currency forward and option contracts to hedge certain foreign currency transactions and probable anticipated foreign currency transactions. Gains and losses arising from changes in the fair values of foreign currency forward and option contracts that are not designated as hedging instruments are recorded in investment income (expense) as gains (losses) on derivative instruments. Gains and losses arising from the effective portion of foreign currency forward and option contracts that are designated as cash-flow hedging instruments are recorded in accumulated other comprehensive income as gains (losses) on derivative instruments.instruments,

F-9


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
net of tax. The amounts are subsequently reclassified into revenues in the same period in which the underlying transactions affect the Company’s earnings. The Company had no outstanding forward contracts at September 25, 200528, 2008 and the value of the Company’s foreign currency forward contracts was insignificant at September 26, 2004.30, 2007. The value of the Company’s foreign currency option contracts recorded in other current assets was $16$56 million and $1 million at September 25, 2005,28, 2008 and September 30, 2007, respectively, and the value recorded in other current liabilities was $19 million and $2 million at September 28, 2008 and September 30, 2007, respectively, all of which all were designated as cash-flow hedging instruments. The Company had no foreign currency option contracts outstanding at September 26, 2004.
     In connection with its stock repurchase program, the Company may sell put options that require the Company to repurchase shares of its common stock at fixed prices. In fiscal 2005 and 2004, theThe premiums received from put options wereare recorded as other current liabilities in accordance with Statement of Financial Standards No. 150 (FAS 150), “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.”liabilities. Changes in the fair value of put options are recorded in investment income (expense) as gains (losses) on derivative instruments. TheAt September 28, 2008, no put options were outstanding. At September 30, 2007, the value of the put options recorded in other current liabilities was $7 million at September 25, 2005. The

F-11


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Company had no put options outstanding at September 26, 2004. In fiscal 2003, the $7 million in premiums received from put options were recorded as paid-in capital in accordance with EITF Issue No. 00-19, “Accounting for Derivative Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock,” which was subsequently amended by FAS 150.$10 million.
     Goodwill and Other Intangible Assets.Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is tested annually for impairment and in interim periods if certain events occur indicating that the carrying value of goodwill may be impaired. The Company completed its annual testing for fiscal 2005, 20042008, 2007 and 20032006 and determined that its recorded goodwill was not impaired.
     Software development costs are capitalized when a product’s technological feasibility has been established through the date a product is available for general release to customers. Software development costs are amortized on a straight-line basis over the estimated economic life of the software, ranging from less than one year to four years, taking into account such factors as the effects of obsolescence, technological advances and competition. The weighted-average amortization period for capitalized software was one year at both September 25, 2005 and September 26, 2004. OtherAcquired intangible assets other than goodwill are amortized on a straight-line basis over their useful lives ranging fromunless the lives are determined to be indefinite. Acquired intangible assets are carried at cost, less than one yearaccumulated amortization. For intangible assets purchased in a business combination or received in a non-monetary exchange, the estimated fair values of the assets received (or, for non-monetary exchanges, the estimated fair values of the assets transferred if more clearly evident) are used to 28 years.establish the cost bases, except when neither of the values of the assets received or the assets transferred in non-monetary exchanges are determinable within reasonable limits. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Amortization of finite-lived intangible assets is computed over the useful lives of the respective assets.
     Weighted-average amortization periods for finite livedfinite-lived intangible assets, by class, were as follows:
September 25, 2005September 26, 2004
Wireless licenses15 years15 years
Marketing-related18 years17 years
Technology-based9 years11 years
Customer-related7 years8 years
Other28 years28 years
Total intangible assets13 years14 years
     Changes in the weighted-average amortization periods from fiscal 2004 to 2005 resulted from additions to intangible assets related to acquisitions (Note 11).
         
  September 28, September 30,
  2008 2007
Wireless licenses 15 years 15 years
Marketing-related 16 years 17 years
Technology-based 14 years 11 years
Customer-related 5 years 6 years
Other 22 years 28 years
Total intangible assets 14 years 12 years
     ValuationImpairment of Long-Lived and Intangible Assets.The Company assesses potential impairments to its long-lived assets or asset groups when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recovered. An impairment loss is recognized when the carrying amount of the long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.asset or asset group. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its fair value and is recorded as a reduction in the carrying value of the related asset or asset group and a charge to operating results. Intangible assets with indefinite lives are tested annually for impairment and in interim periods if certain events occur indicating that the carrying value of the intangible assets may be impaired.
Securities Lending.The Company engages in transactions in which certain fixed-income and equity securities are loaned to selected broker-dealers. The loaned securities of $169 million and $411 million at September 28, 2008 and September 30, 2007, respectively, continue to be carried as marketable securities on the balance sheet. Cash collateral, equal to at least 101% of the fair value of the securities loaned plus accrued interest, is held and invested by one or more securities lending agents on behalf of the Company. The Company monitors the fair value of securities loaned and the collateral received and obtains additional collateral as necessary. Collateral of $173 million and $421 million at September 28, 2008 and September 30, 2007, respectively, was recorded as a current asset with a corresponding current liability.

F-10


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Litigation.The Company is currently involved in certain legal proceedings. The Company estimates the range of liability related to pending litigation where the amount and range of loss can be reasonably estimated. The Company records its best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records the minimum estimated liability related to the claim. As additional information becomes available, the Company assesses the potential liability related to the Company’s pending litigation and revises its estimates. The Company’s policy is to expense legal costs associated with defending itself as incurred.
     Share-Based Compensation.Payments.Share-based compensation cost, principally related to stock options, is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite service period. The Company records compensation expense forCompany’s employee stock options have various restrictions that reduce option value, including vesting provisions and restrictions on transfer and hedging, among others, and are often exercised prior to their contractual maturity.
     The weighted-average estimated fair values of employee stock options granted during fiscal 2008, 2007 and 2006 were $15.97, $14.54 and $15.73 per share, respectively, using the binomial model with the following weighted-average assumptions (annualized percentages):
             
  2008 2007 2006
Volatility  41.1%  33.4%  30.7%
Risk-free interest rate  3.8%  4.6%  4.6%
Dividend yield  1.3%  1.3%  1.0%
Post-vesting forfeiture rate  8.0%  6.5%  6.0%
Suboptimal exercise factor  1.9   1.8   1.7 
     The Company uses the implied volatility of market-traded options in the Company’s stock for the expected volatility assumption. The term structure of volatility is used up to approximately two years, and the Company used the implied volatility of the option with the longest time to maturity for periods beyond two years. The selection of implied volatility data to estimate expected volatility was based upon their intrinsic valuethe availability of actively traded options on the dateCompany’s stock and the Company’s assessment that implied volatility is more representative of grant pursuantfuture stock price trends than historical volatility.
     The risk-free interest rate assumption is based upon observed interest rates appropriate for the terms of the Company’s employee stock options. The Company does not target a specific dividend yield for its dividend payments but is required to Accounting Principles Board Opinion 25 (APB 25), “Accounting for Stock Issuedassume a dividend yield as an input to Employees.” Because the Company establishesbinomial model. The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts and may be subject to substantial change in the future. The post-vesting forfeiture rate and suboptimal exercise factor are based on the Company’s historical option cancellation and employee exercise information, respectively. The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price based onbefore employees are expected to exercise their stock options.
     The expected life of employee stock options represents the fair market value of the Company’s stock at the date of grant,weighted-average period the stock options have no intrinsic value upon grant,are expected to remain outstanding and therefore no expense is recorded. Each quarter,a derived output of the Company reports the potential dilutive impactbinomial model. The expected life of share-based payments in its diluted earnings per common share using the treasury-stock method. Out-of-the-moneyemployee stock options is impacted by all of the underlying assumptions used in the Company’s model. The binomial model assumes that employees’ exercise behavior is a function of the options’ remaining contractual life and the extent to which the option is in-the-money (i.e., the average stock price during the period is belowabove the strike price of the stock option). The binomial model estimates the probability of exercise as a function of these two variables based on the history of exercises and cancellations of past grants made by the Company. The expected life of employee stock options granted, derived from the binomial model, was 5.9 years, 6.2 years and 5.8 years during fiscal 2008, 2007 and 2006, respectively.
     The pre-vesting forfeiture rate represents the rate at which stock options are not includedexpected to be forfeited by employees prior to their vesting. Pre-vesting forfeitures were estimated to be approximately 0% in diluted earnings per common sharefiscal 2008, 2007 and 2006, based on historical experience. The effect of pre-vesting forfeitures on the Company’s recorded expense has historically been negligible due to the predominantly monthly vesting of option grants. If pre-vesting forfeitures occur in the future, the Company will record the effect of such forfeitures as their effect is anti-dilutive.the forfeitures occur. The Company will continue to evaluate the appropriateness of this assumption.

F-12F-11


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     As required under Financial Accounting Standards Board Statement No. 123 (FAS 123), “Accounting for Stock-Based Compensation,” and Statement of Financial Accounting Standards No. 148 (FAS 148), “Accounting for Stock-Based Compensation – Transition and Disclosure,” the pro forma effects ofTotal estimated share-based payments on net income and earnings per common share have been estimated at the date of grant using the Black-Scholes option-pricing model based on the following assumptions:
                         
  Stock Option Plans Purchase Plans
  2005 2004 2003 2005 2004 2003
Risk-free interest rate  3.9%  3.8%  3.2%  2.9%  1.1%  1.0%
Volatility  36.5%  53.2%  58.0%  29.8%  33.3%  41.1%
Dividend yield  0.8%  0.6%  0.2%  0.9%  0.7%  0.3%
Expected life (years)  6.0   6.0   6.0   0.5   0.5   0.5 
     The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no restrictions and are fully transferable and negotiable in a free trading market. This model does not consider the employment, transfer or vesting restrictions that are inherent in the Company’s employee stock options or purchase rights granted pursuantcompensation expense, related to the Employee Stock Purchase Plans. Use of an option valuation model, as required by FAS 123, includes highly subjective assumptions based on long-term predictions, including the expected stock price volatility and average life of each stock option grant. Because the Company’s share-based payments have characteristics significantly different from those of freely traded options, and because changes in the subjective input assumptions can materially affect the Company’s estimate of the fair values, in the Company’s opinion, existing valuation models may not be reliable single measures of the fair valuesall of the Company’s share-based payments. The Black-Scholes weighted average estimated fair values of stock options granted during fiscal 2005, 2004 and 2003 were $14.80, $13.92 and $9.67 per share, respectively. The Black-Scholes weighted average estimated fair values of purchase rights granted pursuant to the Employee Stock Purchase Plans during fiscal 2005, 2004 and 2003 were $8.76, $7.53 and $4.80 per share, respectively.
     For purposes of pro forma disclosures, the estimated fair value of share-based payments is assumed to be amortized to expense over their vesting periods. The pro forma effects of recognizing compensation expense under the fair value method on net income and net earnings per common share wereawards, was comprised as follows (in millions, exceptmillions):
             
  2008  2007  2006 
Cost of equipment and services revenues $39  $39  $41 
Research and development  250   221   216 
Selling, general and administrative  254   233   238 
          
Share-based compensation expense before taxes  543   493   495 
Related income tax benefits  (176)  (169)  (175)
          
Share-based compensation expense, net of taxes $367  $324  $320 
          
     The Company recorded $135 million, $98 million and $86 million in share-based compensation expense during fiscal 2008, 2007 and 2006, respectively, related to share-based awards granted during those periods. The remaining share-based compensation expense primarily related to stock option awards granted in earlier periods. In addition, for earnings per common share):
             
  Year Ended 
  September 25,  September 26,  September 28, 
  2005  2004  2003 
Net income, as reported $2,143  $1,720  $827 
Add: Share-based employee compensation expense included in reported net income, net of related tax benefits  2      1 
Deduct: Share-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects  (305)  (281)  (260)
          
Pro forma net income $1,840  $1,439  $568 
          
             
Earnings per common share:            
Basic — as reported $1.31  $1.06  $0.52 
          
Basic — pro forma $1.12  $0.89  $0.36 
          
Diluted — as reported $1.26  $1.03  $0.51 
          
Diluted — pro forma $1.09  $0.86  $0.35 
          

F-13


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
fiscal 2008, 2007 and 2006, $408 million, $240 million and $403 million, respectively, was presented as financing activities in the consolidated statements of cash flows to reflect the incremental tax benefits from stock options exercised in those periods.
     Foreign Currency.Foreign subsidiaries operating in a local currency environment use the local currency as the functional currency. Assets and liabilities are translated to United States dollars at the exchange rate in effect at the balance sheet date; revenues, expenses, gains and losses are translated at rates of exchange that approximate the rates in effect at the transaction date. Resulting translation gains or losses are recognized as a component of other comprehensive income. The functional currency of the Company’s foreign investees that do not use local currencies is the United States dollar. Where the United States dollar is the functional currency, the monetary assets and liabilities are translated into United States dollars at the exchange rate in effect at the balance sheet date. Revenues, expenses, gains and losses associated with the monetary assets and liabilities are translated at the rates of exchange that approximate the rates in effect at the transaction date. Non-monetary assets and liabilities and related elements of revenues, expenses, gains and losses are translated at historical rates. Resultingresulting translation gains or losses of these foreign investees are recognized in the statements of operations.
     During fiscal 2005, net Net foreign currency transaction gains included in the Company’s statement of operations were $2 million in fiscal 2008 and $1 million. Duringmillion in both fiscal 2004, net foreign currency transaction losses included in the Company’s statements of operations were $1 million. During fiscal 2003, net foreign currency transaction gains2007 and losses included in the Company’s statements of operations were insignificant.2006.
     Comprehensive Income.Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities. The Company presents comprehensive income in its consolidated statements of stockholders’ equity.
     The reclassification adjustment for other-than-temporary losses on marketable securities results from the recognition of unrealized losses in the statement of operations due to declines in the market prices of those securities deemed to be other than temporary. The reclassification adjustment for net realized gains results from the recognition of the net realized gains in the statementstatements of operations when the marketable securities are sold.sold or derivative instruments are settled. The reclassification adjustment for other-than-temporary losses on marketable securities included in net income results from the recognition of the unrealized losses in the statements of operations when they are no longer viewed as temporary.
     Components of accumulated other comprehensive (loss) income consisted of the following (in millions):
         
  September 25  September 26, 
  2005  2004 
Foreign currency translation $(22) $(27)
Unrealized gains on marketable securities, net of income taxes  60   42 
       
  $38  $15 
       
Stock Split.On July 13, 2004, the Company announced a two-for-one stock split in the form of a stock dividend. Stock was distributed on August 13, 2004 to stockholders of record as of July 23, 2004. Stockholders’ equity has been restated to give retroactive recognition to the stock split for all periods presented by reclassifying the par value of the additional shares arising from the split from paid-in capital to common stock. All references in the financial statements and notes to number of shares and per share amounts reflect the stock split.
         
  September 28,  September 30, 
  2008  2007 
Net unrealized (losses) gains on marketable securities, net of income taxes $(291) $241 
Net unrealized gains (losses) on derivative instruments, net of income taxes $22  $(1)
Foreign currency translation  (15)  (3)
       
  $(284) $237 
       
     Earnings Per Common Share.Basic earnings per common share is computed by dividing net income by the weighted averageweighted-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 Company’s share-based compensation plans and shares subject to written put options, and the weighted averageweighted-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 amount of 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 fiscal 2005, 20042008, 2007 and 20032006 were approximately 56,127,000, 58,686,00027,618,000, 32,333,000 and 56,338,000,51,835,000, respectively.

F-12


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Employee stock options to purchase approximately 33,660,000, 40,221,000102,397,000, 96,278,000 and 86,540,00054,541,000 shares of common stock during fiscal 2005, 20042008, 2007 and 2003,2006, respectively, were outstanding but not included in the computation of diluted earnings per common share because the option exercise price was greater than the average market priceeffect on diluted earnings per share would be anti-dilutive. The computation of thediluted earnings per share excluded 781,000, 404,000 and 325,000 shares of common stock issuable under our employee stock purchase plans during fiscal 2008, 2007 and therefore,2006, respectively, because the effect on dilutivediluted earnings per common share would be anti-dilutive. Put options

F-14


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
outstanding during fiscal 20052008 and 20042007 to purchase a weighted-average of 13,000,0001,607,000 and 3,000,0001,456,000 shares of common stock, respectively, were not included in the earnings per common share computation for fiscal 2005 and 2004 because the put options’ exercise prices were less than the average market price of the common stock while they were outstanding, and therefore, the effect on diluted earnings per common share would be anti-dilutive (Note 7).anti-dilutive.
     Future Accounting Requirements.In September 2006, the FASB issued Statement No. 157 (FAS 157), “Fair Value Measurements,” which 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. FAS 157 does not require any new fair value measurements, but applies to other accounting pronouncements that require or permit fair value measurements. In February 2008, the FASB issued FASB Staff Position 157-2 (FSP 157-2) which delays the effective date of FAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until the beginning of the first quarter of fiscal 2010. In October 2008, the FASB issued FASB Staff Position 157-3 (FSP 157-3) which clarifies the application of FAS 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. The accounting provisions of FAS 157 for financial assets and financial liabilities will be effective for the Company’s fiscal 2009 beginning September 29, 2008. The adoption of FAS 157 for financial assets and financial liabilities is not expected to have a material impact on the Company’s consolidated financial statements, and the Company is in the process of determining the effects such adoption will have on its financial statement disclosures. The Company is also in the process of assessing the effects, if any, the adoption of FAS 157 for nonfinancial assets and nonfinancial liabilities will have on its consolidated financial statements.
     In February 2007, the FASB issued Statement No. 159 (FAS 159), “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115,” which provides companies the irrevocable option to measure many financial assets and liabilities at fair value with the changes in fair value recognized in earnings (the fair value option) resulting in an opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The accounting provisions of FAS 159 will be effective for the Company’s fiscal 2009 beginning September 29, 2008. The Company is still in the process of determining whether it will apply the fair value option to any of its financial assets. If the Company does elect the fair value option, the cumulative effect of initially adoption FAS 159 will be recorded as an adjustment to opening retained earnings in the year of adoption and will be presented separately.
     In December 2004,2007, the FASB revised Statement No. 123141 (FAS 123R)141R), “Share-Based Payment,“Business Combinations,” which requires companiesestablishes 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 expensedisclose to enable users of the estimated fair valuefinancial statements to evaluate the nature and financial effects of employee stock options and similar awards. On April 14, 2005, the U.S. Securities and Exchange Commission adopted a new rule amending the compliance dates forbusiness combination. FAS 123R. In accordance with the new rule, the accounting provisions of FAS 123R141R will be effective for the CompanyCompany’s fiscal 2010 beginning in the first quarter of fiscal 2006. The Company tentatively expects to adopt the provisions of FAS 123R using a modified prospective application. FAS 123R, which provides certain changes to the method for valuing share-based compensation among other changes, will apply to new awards and to awards that are outstanding on the effective date and are subsequently modified or cancelled. Compensation expense for outstanding awards for which the requisite service had not been rendered as of the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under FAS 123. At September 25, 2005, unamortized compensation expense related to outstanding unvested options, as determined in accordance with FAS 123, that the Company expects to record during fiscal 2006 was approximately $394 million before income taxes. The Company will incur additional expense during fiscal 2006 related to new awards granted during 2006 that cannot yet be quantified.28, 2009. The Company is in the process of determining how the guidance regarding valuing share-based compensation as prescribedeffects, if any, the adoption of FAS 141R 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 123R161 will be applied to valuing share-based awards granted aftereffective for the effective date andCompany’s second quarter of fiscal 2009 beginning December 29, 2008. The Company is in the impact thatprocess of determining the recognitioneffects the adoption of compensation expense related to such awardsFAS 161 will have on its financial statements.statement disclosures.

F-13


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Marketable Securities
     Marketable securities were comprised as follows (in millions):
                                
 Current Noncurrent 
 September 25, September 26, September 25, September 26, 
 2005 2004 2005 2004 
Held-to-maturity: 
Government-sponsored enterprise securities $60 $ $ $70 
Corporate bonds and notes 70 10  60 
          Current Noncurrent 
 130 10  130  September 28, September 30, September 28, September 30, 
          2008 2007 2008 2007 
Available-for-sale:  
U.S. Treasury securities 151 267    $14 $58 $ $ 
Government-sponsored enterprise securities 704 542   
Municipal bonds 10    
Government-sponsored enterprise bonds 455 219   
Foreign government bonds 17 8    45 8   
Corporate bonds and notes 2,645 2,603 14 3  3,296 2,939 175 21 
Mortgage and asset-backed securities 767 1,226   
Mortgage- and asset-backed securities 499 414   
Auction rate securities  159 186  
Non-investment grade debt securities 24  694 571  23 19 2,030 1,812 
Equity mutual funds   293 296 
Equity securities 30 112 1,132 653  150 203 1,187 1,316 
Equity mutual funds and exchange-traded funds   1,280 1,871 
Debt mutual funds 89 151  214 
                  
 4,348 4,758 2,133 1,523  $4,571 $4,170 $4,858 $5,234 
                  
 $4,478 $4,768 $2,133 $1,653 
         
     Marketable securities in the amount of $169 million and $411 million at September 28, 2008 and September 30, 2007, respectively, have been loaned under the Company’s securities lending program. Since March 30, 2008, the Company classified its auction rate securities as noncurrent 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. The Company’s 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. At September 28, 2008, the recorded values of the auction rate securities were approximately 4% less than their par values.
     As of September 25, 2005,28, 2008, the contractual maturities of available-for-sale debt securities were as follows (in millions):

F-15


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         
  Years to Maturity  No Single    
  Less than  One to  Five to  Greater than  Maturity    
  One Year  Five Years  Ten Years  Ten Years  Date  Total 
Held-to-maturity $130  $  $  $  $  $130 
                        
Available-for-sale  2,439   1,173   626   21   767   5,026 
                   
  $2,569  $1,173  $626  $21  $767  $5,156 
                   
                     
Years to Maturity No Single  
Less Than One to Five to Greater Than Maturity  
One Year Five Years Ten Years Ten Years Date Total
 $1,527  $2,564 $1,042   $223   $1,456   $6,812 
           
     Securities with no single maturity date includeincluded mortgage- and asset-backed securities.
     Available-for-sale securities, were comprised as follows at (in millions):
                 
      Unrealized  Unrealized    
  Cost  Gains  Losses  Fair Value 
September 25, 2005
                
Equity securities $1,353  $131  $(29) $1,455 
Debt securities  5,039   14   (27)  5,026 
             
Total $6,392  $145  $(56) $6,481 
             
                 
September 26, 2004
                
Equity securities $1,003  $77  $(19) $1,061 
Debt securities  5,208   27   (15)  5,220 
             
Total $6,211  $104  $(34) $6,281 
             
     The fair values of held-to-maturityauction rate securities, non-investment grade debt securities at September 25, 2005 and September 26, 2004 approximate cost.debt mutual funds.
     The Company recorded realized gains and losses on sales of available-for-sale marketable securities as follows (in millions):
             
  Gross  Gross  Net 
  Realized  Realized  Realized 
Fiscal Year Gains  Losses  Gains 
2005 $198  $(31) $167 
2004  105   (17)  88 
2003  82   (13)  69 
             
  Gross Gross Net
  Realized Realized Realized
Fiscal Year Gains Losses Gains
2008 $246  $(119) $127 
2007  244   (26)  218 
2006  176   (47)  129 

F-14


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Available-for-sale securities were comprised as follows (in millions):
                 
      Unrealized  Unrealized    
  Cost  Gains  Losses  Fair Value 
September 28, 2008
                
Equity securities $2,810  $90  $(283) $2,617 
Debt securities  6,966   12   (166)  6,812 
             
  $9,776  $102  $(449) $9,429 
             
                 
September 30, 2007
                
Equity securities $2,941  $492  $(43) $3,390 
Debt securities  6,042   18   (46)  6,014 
             
  $8,983  $510  $(89) $9,404 
             
     The following table shows the gross unrealized losses and fair values of the Company’s 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 September 25, 200528, 2008 (in millions):

F-16


QUALCOMM Incorporated
                 
  Less than 12 months  More than 12 months 
      Unrealized      Unrealized 
  Fair Value  Losses  Fair Value  Losses 
Corporate bonds and notes $1,524  $(46) $219  $(9)
Mortgage- and asset-backed securities  457   (18)  8    
Non-investment grade debt securities  864   (78)  87   (9)
Government-sponsored enterprise bonds  353   (2)      
Debt mutual funds  86   (4)      
Equity securities  784   (115)  6   (1)
Equity mutual funds and exchange-traded funds  1,229   (167)      
             
  $5,297  $(430) $320  $(19)
             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 
  Less than 12 months  More than 12 months 
  Fair  Unrealized  Fair  Unrealized 
  Value  Losses  Value  Losses 
U.S. Treasury securities $  $  $64  $(1)
Government-sponsored enterprise securities  159   (1)      
Corporate bonds and notes  821   (6)  182   (3)
Mortgage and asset-backed securities  304   (2)  90   (1)
Non-investment grade debt securities  337   (12)  17   (1)
Equity securities  384   (29)      
             
  $2,005  $(50) $353  $(6)
             
Investment Grade Debt Securities.The Company’s investments in investment grade debt securities consist primarily of investments in certificates of deposit, U.S. Treasury securities, government-sponsored enterprise securities, foreign government bonds, mortgage- and asset-backed securities and corporate bonds and notes.     The unrealized losses on the Company’s investments in investment grade debtmarketable securities were caused primarily by interest rate increases. Due toa major disruption in U.S. and foreign credit and financial markets affecting consumers and the fact thatbanking, finance and housing industries. This disruption is evidenced by a deterioration of confidence in financial markets 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. At October 31, 2008, gross unrealized gains were approximately $75 million and gross unrealized losses were approximately $1.3 billion. When assessing marketable securities for other-than-temporary declines in value, the Company considers factors including: how significant the decline in value is as a percentage of the original cost, the underlying factors contributing to a decline in the prices of securities in a single asset class, how long the market value is attributableof the investment has been less than its original cost, the performance of the investee’s stock price in relation to changesthe stock price of its competitors within the industry, expected market volatility and the market in interest ratesgeneral, analyst recommendations, the views of external investment managers, any news or financial information that has been released specific to the investee and not credit quality, and becausethe outlook for the overall industry in which the investee operates. The Company’s 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 were not significant,to recover in fair value up to the Company’s cost bases within a reasonable period of time. Further, the Company considered thesehas the ability and the intent to hold such securities until they recover. Accordingly, the Company considers the unrealized losses to be temporary at September 25, 2005.28, 2008.

F-15


Non-Investment Grade Debt Securities.QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s investments in non-investment grade debt securities consist primarily of investments in corporate bonds. The unrealized losses on the Company’s investment in non-investment grade debt securities were caused by credit quality and industry or company specific events. Because the severity and duration of the unrealized losses were not significant, the Company considered these unrealized losses to be temporary at September 25, 2005.
Marketable Equity Securities.The Company’s investments in marketable equity securities consist primarily of investments in common stock of large companies and equity mutual funds. The unrealized losses on the Company’s investment in marketable equity securities were caused by overall equity market volatility and industry specific events. The duration and severity of the unrealized losses in relation to the carrying amounts of the individual investments were consistent with typical equity market volatility. Current market forecasts support a recovery of fair value up to (or beyond) the cost of the investment within a reasonable period of time. Accordingly, the Company considered these unrealized losses to be temporary at September 25, 2005.
Note 3. Composition of Certain Financial Statement Captions
Accounts ReceivableReceivable.
         
  September 25,  September 26, 
  2005  2004 
  (In millions) 
Trade, net of allowance for doubtful accounts of $2 and $5, respectively $506  $529 
Long-term contracts  26   14 
Other  12   38 
       
  $544  $581 
       

F-17


QUALCOMM Incorporated
         
  September 28,  September 30, 
  2008  2007 
  (In millions) 
Trade, net of allowances for doubtful accounts of $38 and $36, respectively $3,583  $657 
Long-term contracts  33   39 
Investment receivables  412   12 
Other  10   7 
       
  $4,038  $715 
       
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     Trade accounts receivable at September 28, 2008 included $2.5 billion for which the Company received payment in October 2008 related to new license and settlement agreements with Nokia (Note 8). Investment receivables were primarily related to amounts due for redemptions of money market investments for which the Company received partial payment in October 2008. The cash impacts of such redemption requests are presented as an investing activity in the consolidated statements of cash flows.
InventoriesInventories.
                
 September 25, September 26,  September 28, September 30, 
 2005 2004  2008 2007 
 (In millions)  (In millions) 
Raw materials $23 $20  $27 $27 
Work-in-process 6 3  199 161 
Finished goods 148 131  295 281 
          
 $177 $154  $521 $469 
          
Property, Plant and EquipmentEquipment.
                
 September 25, September 26,  September 28, September 30, 
 2005 2004  2008 2007 
 (In millions)  (In millions) 
Land $65 $47  $183 $124 
Buildings and improvements 614 413  1,287 954 
Computer equipment 520 430  932 800 
Machinery and equipment 544 413  1,184 999 
Furniture and office equipment 33 24  59 48 
Leasehold improvements 107 54  206 205 
Property under capital leases 2  
          
 1,885 1,381  3,851 3,130 
  
Less accumulated depreciation and amortization  (863)  (706)  (1,689)  (1,342)
          
 $1,022 $675  $2,162 $1,788 
          
     Depreciation and amortization expense from continuing operations related to property, plant and equipment for fiscal 2005, 20042008, 2007 and 20032006 was $177$372 million, $133$317 million and $117$239 million, respectively. The net book values of property under capital leases included in buildings and improvements were $140 million and $91 million at September 28, 2008 and September 30, 2007, respectively. These capital leases principally related to base station towers and buildings. Amortization of assets recorded under capital leases is included in depreciation expense. Capital lease additions during fiscal 2008, 2007 and 2006 were $51 million, $33 million and $56 million, respectively.

F-16


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     At September 25, 200528, 2008 and September 26, 2004,30, 2007, buildings and improvements and leasehold improvements with aaggregate net book value of $36$63 million and $38$7 million, respectively, including accumulated depreciation and amortization of $30$6 million and $27$3 million, respectively, were leased to third parties or held for lease to third parties. Future minimum rental income on facilities leased to others in each of the next four years from fiscal 20062009 to 2009 are $9 million, $92013 is expected to be $7 million, $7 million, $6 million, $5 million and $3 million, respectively, and $1 million respectively.

F-18


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSthereafter.
     Goodwill and Other Intangible Assets.The Company’s reportable segment assets do not include goodwill (Note 10).goodwill. The Company allocates goodwill to its reporting units for annual impairment testing purposes. Goodwill was allocable to reporting units included in the Company’s reportable segments at September 25, 200528, 2008 as follows: $298$435 million in QUALCOMMQualcomm CDMA Technologies, $73$683 million in QUALCOMMQualcomm Technology Licensing, $72$265 million in QUALCOMMQualcomm Wireless & Internet, and $128$134 million in QUALCOMMQualcomm MEMS Technology (a nonreportable segment included in reconciling items in Note 10)9). The increase in goodwill from September 26, 200430, 2007 to September 25, 200528, 2008 was the result of the Company’s business acquisitions, (Note 11), partially offset by currency translation adjustments.adjustments and tax deductions resulting from the exercise of stock options that were vested as of the business acquisition date.
     The components of purchased intangible assets, which are included in other assets were as follows (in millions):
                                
 September 25, 2005 September 26, 2004  September 28, 2008 September 30, 2007 
 Gross   Gross    Gross Gross   
 Carrying Accumulated Carrying Accumulated  Carrying Accumulated Carrying Accumulated 
 Amount Amortization Amount Amortization  Amount Amortization Amount Amortization 
Wireless licenses $164 $(17) $77 $(11) $849 $(38) $262 $(30)
Marketing-related 21  (9) 21  (8) 25  (14) 23  (13)
Technology-based 116  (48) 77  (37) 2,406  (139) 502  (97)
Customer-related 17  (13) 15  (12) 14  (6) 16  (5)
Other 7  (1) 7  (1) 9  (2) 7  (1)
                  
Total intangible assets $325 $(88) $197 $(69)
          $3,303 $(199) $810 $(146)
         
     WirelessThe increase in wireless licenses increased as afrom September 30, 2007 to September 28, 2008 was primarily the result of the Company’s acquisition during the year of additional 700MHz700 MHz spectrum in the United States during fiscal 2005primarily for its MediaFLO USA business (Note 10). Increasesbusiness.
     At September 28, 2008, technology-based intangible assets included $1.8 billion related to the estimated fair value of patents that were assigned to the Company by Nokia in other intangible asset categories primarily resultedOctober 2008 pursuant to the new license agreement with Nokia. The estimated fair value of the patents was determined, in accordance with accounting principles generally accepted in the United States, using the income approach based on projected cash flows, on a discounted basis, over the assigned patents’ estimated useful life of approximately 15 years. The estimated fair value of the patents will be amortized on a straight-line basis over this useful life, beginning from acquisitions during fiscal 2005 (Note 11).the date the patents were assigned to the Company.
     All of the Company’s purchased intangible assets, other than certain wireless licenses in the amount of $84$753 million and goodwill, are subject to amortization. Amortization expense from continuing operations for fiscal 2005, 2004 and 2003 was $19 million, $17 million and $18 million, respectively. Amortization expense related to these intangible assets for fiscal 2008, 2007 and 2006 was $84 million, $68 million and $32 million, respectively, and for fiscal 2009 to 2013 is expected to be $22$199 million, $196 million, $193 million, $180 million and $162 million, respectively, and $1.4 billion thereafter.
Unearned Revenues.At September 28, 2008, unearned revenues included $3.9 billion related to upfront consideration that resulted from the new agreements with Nokia. The Company will recognize this amount over the approximate 14-year remaining term of the license agreement. As a result of executing the agreements with Nokia, the Company recorded $560 million (attributable to both fiscal 2008 and 2007) in licensing and royalty revenues in fiscal 2006, $19 million in fiscal 2007, $16 million in fiscal 2008, $15 million in fiscal 2009 and $14 million in fiscal 2010.
     Capitalized software development costs, which are included in other assets, were $43 million and $44 million at September 25, 2005 and September 26, 2004, respectively. Accumulated amortization on capitalized software was $42 million and $39 million at September 25, 2005 and September 26, 2004, respectively. Amortization expense from continuing operations related to capitalized software for fiscal 2005, 2004 and 2003 was $4 million, $13 million and $12 million, respectively.
Note 4. Investments in Other Entities
Inquam Limited.Since October 2000, the Company and another investor (the Other Investor) have provided equity and debt funding to Inquam Limited (Inquam). Inquam owns, develops and manages wireless CDMA-based communications systems, either directly or indirectly, primarily in Romania and Portugal. The Company recorded $33 million in equity in losses of Inquam during fiscal 2005, as compared to $59 million and $99 million for fiscal 2004 and 2003, respectively. At September 25, 2005 and September 26, 2004, the Company’s equity and debt investments in Inquam totaled $26 million and $42 million, respectively, net of equity in losses. The Company had no remaining funding commitment under its bridge loan agreement at September 25, 2005.
     During fiscal 2005, Inquam secured new long-term financing (the new facilities). The Company and the Other Investor each guaranteed 50% of a portion of the amounts owed under certain of the new facilities, up to a combined maximum of $54 million. Amounts outstanding under the new facilities subject to the guarantee totaled $49 million as of September 25, 2005. The guarantee expires and the new facilities mature on December 25, 2011.2008.

F-19F-17


QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     In October 2005, the Company and the Other Investor agreed to restructure Inquam. Upon close of the restructuring, which is expected to occur in the first half of fiscal 2006, the Portugal companies will be spun-off through the exchange of portions of the Company’s and the Other Investor’s debt investments for direct equity interests in the Portugal companies. Inquam, which will continue to own the Romania companies, will repurchase certain minority equity interests. Immediately after the restructuring, the Company will hold an approximate 49.7% equity interest in Inquam and a 23% equity interest in the Portugal companies, which is expected to be reduced over time as the Other Investor makes the further investments in the Portugal companies contemplated by the restructuring agreements. In addition, the Company and the Other Investor will have a put-call option arrangement. Under this arrangement, the Other Investor will have the right to buy the Company’s equity and debt investments in Inquam, subject to certain conditions, by exercising its call option, which will expire no later than May 14, 2008. The minimum purchase price will be approximately $66 million. In the event that the Other Investor’s call option expires, or in certain other circumstances prior to that date, the Company will have the right to sell our equity and debt investments in Inquam to the Other Investor at a minimum sales price of $66 million. Such right will expire after six months. The Company does not anticipate providing any further funding to Inquam or to the Portugal companies.
     Inquam’s summarized financial information, derived from its unaudited financial statements, is as follows (in millions):
         
  September 25,  September 26, 
  2005  2004 
Balance sheet:        
Current assets $41  $40 
Noncurrent assets  156   152 
       
Total assets $197  $192 
       
Current liabilities $60  $123 
Noncurrent liabilities  273   132 
       
Total liabilities $333  $255 
       
             
  Year Ended 
  September 25,  September 26,  September 28, 
  2005  2004  2003 
Income statement:            
Net revenues $111  $88  $50 
          
Gross profit (loss)  53   35   (2)
          
Net loss $(73) $(136) $(205)
          
Other.Other strategic equity investments as of September 25, 2005 and September 26, 2004 totaled $96 million and $123 million, respectively, including $40 million and $50 million, respectively, accounted for using the cost method. Differences between the carrying amounts of certain other strategic equity method investments and the Company’s underlying equity in the net assets of those investees were not significant at September 25, 2005 and September 26, 2004. At September 25, 2005, effective ownership interests in these investees ranged from approximately 7% to 50%.
     Funding commitments related to these investments totaled $13 million at September 25, 2005, which the Company expects to fund through fiscal 2009. Such commitments are subject to the investees meeting certain conditions; actual equity funding may be in lesser amounts. An investee’s failure to successfully develop and provide competitive products and services due to lack of financing, market demand or an unfavorable economic environment could adversely affect the value of the Company’s investment in the investee. There can be no assurance that the investees will be successful in their efforts.
Note 5.4. Investment Income (Expense)
     Investment income, (expense)net was comprised as follows (in millions):

F-20


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            
 Year Ended 
 September 25, September 26, September 28,             
 2005 2004 2003  2008 2007 2006 
Interest and dividend income $256 $175 $158  $491 $558 $416 
Interest expense  (3)  (2)  (2)  (22)  (11)  (4)
Net realized gains on marketable securities 167 88 73  127 218 129 
Net realized gains on other investments 12  7  28 4 7 
Other-than-temporary losses on marketable securities  (13)  (12)  (100)  (502)  (16)  (20)
Other-than-temporary losses on other investments  (1)   (28)  (33)  (11)  (4)
Gains on derivative instruments 33 7  (3)
Equity in losses of investees  (28)  (72)  (113)
Gains (losses) on derivative instruments 6 2  (29)
Equity in earnings (losses) of investees 1  (1)  (29)
              
 $423 $184 $(8) $96 $743 $466 
              
     The Company had various financing arrangements, including a bridge loan facility, an equipment loan facility,Other-than-temporary losses in fiscal 2008 included $327 million recognized in the fourth quarter on marketable securities held by corporate and interimother segments. Both other-than-temporary losses on marketable securities and additional loan facilities with a wholly owned subsidiary of Pegaso Telecomunicaciones, S.A. de C.V., a CDMA wireless operatorthe decrease in Mexico (Pegaso). Pegaso paid the loan facilities in full, including accrued interest, during fiscal 2003 and 2004. The Company recognized $12 million and $41 million in interest incomenet realized gains on marketable securities were generally related to depressed securities values caused by the Pegaso financing arrangements during fiscal 2004major disruption in U.S. and 2003, respectively.foreign credit and financial markets.
Note 6.5. Income Taxes
     The components of the income tax provision were as follows (in millions):
            
 Year Ended 
 September 25, September 26, September 28,             
 2005 2004 2003  2008 2007 2006 
Current provision:  
Federal $77 $115 $299  $394 $192 $299 
State 42 60 57  71 37 88 
Foreign 140 157 119  245 185 156 
              
 259 332 475  710 414 543 
              
  
Deferred provision (benefit): 
Deferred provision: 
Federal 398 227 45   (14)  (75) 165 
State 9 29 16   (22)  (15)  (23)
Foreign  (8)  (1) 1 
 407 256 61        
         (44)  (91) 143 
 $666 $588 $536        
        $666 $323 $686 
       
     The foreign component of the income tax provision consists primarily of foreign withholding taxes on royalty income included in United States earnings.
     The components of earnings from continuing operationsincome before income taxes by United States and foreign jurisdictions were as follows (in millions):
            
 Year Ended 
 September 25, September 26, September 28,             
 2005 2004 2003  2008 2007 2006 
United States $1,570 $1,571 $1,163  $1,564 $1,681 $1,445 
Foreign 1,239 742 402  2,262 1,945 1,711 
              
Earnings from continuing operations before income taxes $2,809 $2,313 $1,565 
        $3,826 $3,626 $3,156 
       

F-21F-18


QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The following is a reconciliation of the expected statutory federal income tax provision to the Company’s actual income tax provision (in millions):
            
 Year Ended 
 September 25, September 26, September 28,             
 2005 2004 2003  2008 2007 2006 
Expected income tax provision at federal statutory tax rate $983 $809 $548  $1,339 $1,269 $1,105 
State income tax provision, net of federal benefit 109 91 61  168 180 176 
One-time dividend 35   
Foreign income taxed at other than U.S. rates  (290)  (215)  (59)  (858)  (710)  (474)
Tax audit settlements   (331)  (73)
Tax credits  (47)  (91)  (36)
Valuation allowance  (78)  (44)   48  (7)  (46)
Tax credits  (66)  (49)  (32)
Other  (27)  (4) 18  16 13 34 
              
Income tax expense $666 $588 $536  $666 $323 $686 
              
     The Company has not provided for United States income taxes and foreign withholding taxes on a cumulative total of approximately $1.2$6.8 billion of undistributed earnings from certain non-United States subsidiaries indefinitely invested outside the United States. Should the Company repatriate foreign earnings, the Company would have to adjust the income tax provision in the period management determined that the Company would repatriate the earnings. On October 22, 2004, the American Jobs Creation Act of 2004 (the Jobs Creation Act) was signed into law.
     The Jobs Creation Act created a temporary incentive for corporationsCompany files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to repatriate accumulatedUnited States federal examinations by taxing authorities for years prior to fiscal 2005. The Internal Revenue Service is currently conducting an examination of the Company’s United States income earned abroad by providing an 85 percent dividends received deductiontax returns for certain dividends from controlled foreign corporations. In the fourth quarter of fiscal 2005, 2006 and 2007, which is anticipated to be completed by August 2009. 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 repatriated approximately $0.5 billionis also subject to income taxes in many state and local taxing jurisdictions in the United States and around the world, many of foreign earnings qualifyingwhich are open to tax examinations for periods after fiscal 2002.
     During fiscal 2007, the special incentive under the Jobs Creation Act and recorded a related expenseInternal Revenue Service completed audits of approximately $35 million for federal and state income tax liabilities. This distribution does not change the Company’s intentiontax returns for fiscal 2003 and 2004 and during fiscal 2006, the Internal Revenue Service and the California Franchise Tax Board completed audits of the Company’s tax returns for fiscal 2001 and 2002, resulting in adjustments to indefinitely reinvest undistributed earningsthe Company’s net operating loss and credit carryover amounts for those years. The tax provision was reduced by $331 million and $73 million during fiscal 2007 and 2006, respectively, to reflect the known and expected impacts of certain of its foreign subsidiaries in operations outside the United States.
     The Company had net deferredaudits on the reviewed and open tax assets as follows (in millions):
         
  September 25,  September 26, 
  2005  2004 
Accrued liabilities, reserves and other $199  $139 
Deferred revenues  76   133 
Unrealized losses on marketable securities  5   5 
Unused net operating losses  13    
Capital loss carryover  161   249 
Tax credits  346   454 
Unrealized losses on investments  137   169 
       
Total gross deferred assets  937   1,149 
Valuation allowance  (69)  (139)
       
Total net deferred assets $868  $1,010 
       
         
Purchased intangible assets  (17)  (8)
Deferred contract costs  (18)  (26)
Unrealized gains on marketable securities  (50)  (33)
Other basis differences  (1)  (43)
       
Total deferred liabilities $(86) $(110)
       
years.

F-22F-19


QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The Company had deferred tax assets and deferred tax liabilities as follows (in millions):
         
  September 28,  September 30, 
  2008  2007 
Accrued liabilities, reserves and other $278  $246 
Share-based compensation  383   295 
Capitalized start-up and organizational costs  118   86 
Unearned revenues  51   70 
Unrealized losses on marketable securities  380   59 
Unrealized losses on other investments  37   124 
Capital loss carryover  13   9 
Tax credits  96   91 
Unused net operating losses  66   80 
Other basis differences  14   18 
       
Total gross deferred assets  1,436   1,078 
Valuation allowance  (149)  (20)
       
Total net deferred assets  1,287   1,058 
       
 
Purchased intangible assets  (85)  (99)
Deferred contract costs  (5)  (6)
Unrealized gains on marketable securities  (20)  (179)
Property, plant and equipment  (59)  (26)
       
Total deferred liabilities  (169)  (310)
       
Net deferred assets $1,118  $748 
       
Reported as:        
Current deferred tax assets $289  $435 
Non-current deferred tax assets  830   318 
Non-current deferred tax liabilities(1)
  (1)  (5)
       
  $1,118  $748 
       
(1)Included in other liabilities in the consolidated balance sheets.
     At September 28, 2008, the Company had unused federal net operating loss carryforwards of $128 million expiring from 2019 through 2027, unused state net operating loss carryforwards of $146 million expiring from 2009 through 2028, and unused foreign net operating loss carryforwards of $49 million, with $48 million expiring from 2011 through 2012. At September 28, 2008, the Company had unused federal income tax credits of $108 million, expiring from 2022 through 2028, and state income tax credits of $10 million, which do not expire. The Company does not expect its federal net operating loss carryforwards and its federal and state income tax credits to expire unused. The Company has provided a valuation allowance on a portion of its state net operating loss carryforwards.
     The Company believes, more likely than not, that it will have sufficient taxable income after stock option related deductions to utilize the majority of its deferred tax assets. As of September 25, 2005,28, 2008, the Company has provided a valuation allowance on foreign and state net operating losses and net capital losses of $62 million.$15 million and $134 million, respectively, of which $81 million was recorded as an increase in other comprehensive loss in fiscal 2008. The valuation allowance related to capital losses reflectsallowances reflect the uncertainty surrounding the Company’s ability to generate sufficient future taxable income in certain foreign and state tax jurisdictions to utilize its net operating losses and the Company’s ability to generate sufficient capital gains to utilize all capital losses.
     DeferredA summary of the changes in the amount of unrecognized tax assets, netbenefits for the year ended September 28, 2008 is shown below (in millions):
     
Unrecognized tax benefits at October 1, 2007 $224 
Additions based on prior year tax positions  6 
Reductions for prior year tax positions  (38)
Additions for current year tax positions  52 
    
Unrecognized tax benefits at September 28, 2008 $244 
    

F-20


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Of the $244 million of valuation allowance, decreased by approximately $142unrecognized tax benefits as of September 28, 2008, $223 million has been classified as noncurrent income taxes payable on the consolidated balance sheet and $21 million has been classified as a reduction of the related deferred tax assets. Noncurrent income taxes payable also includes $4 million of accrued interest. Unrecognized tax benefits at September 28, 2008 include $201 million for tax positions that, if recognized, would impact the effective tax rate. The unrecognized tax benefits differ from September 26, 2004 to September 25, 2005the amount that would affect the Company’s effective tax rate primarily due to the useimpact of offsets in other jurisdictions. Due to the anticipated resolution of the U.S. federal examination within the next twelve months, it is reasonably possible that the Company’s unrecognized tax creditsbenefits will decrease significantly as a result of continued profitable operations in excess of tax benefits from stock option expense, partially offsettheir resolution via an adjustment by a decreasethe taxing authority or recognition in the valuation allowanceincome tax provision. Interest expense related to capital loss carryover.
     At September 25, 2005uncertain tax positions was $3 million in fiscal 2008 and September 26, 2004, the Company had federal, statewas negligible in both fiscal 2007 and foreign taxes payable of approximately $69 million and $27 million, respectively, included in other current liabilities.
     At September 25, 2005, the Company had unused federal and state income tax credits of $670 million and $93 million, respectively, generally expiring from 2006 through 2024. The Company does not expect these credits to expire unused.2006.
     Cash amounts paid for income taxes, net of refunds received, were $168$360 million, $127$233 million and $125$172 million for fiscal 2005, 20042008, 2007 and 2003,2006, respectively. The income taxes paid are primarily relaterelated to foreign withholding taxes.
     On October 3, 2008, the Emergency Economic Stabilization Act of 2008 was enacted. The bill extends the 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. The Company expects to record an additional research and development tax credit related to fiscal 2008 of approximately $38 million in the first quarter of fiscal 2009, the period in which the research and development tax credit extension was enacted.
Note 7.6. Capital Stock
     Preferred Stock.The Company has 8,000,000 shares of preferred stock authorized for issuance in one or more series, at a par value of $0.0001 per share. In conjunction with the distribution of preferred share purchase rights, 4,000,000 shares of preferred stock are designated as Series A Junior Participating Preferred Stock and such shares are reserved for issuance upon exercise of the preferred share purchase rights. At September 25, 200528, 2008 and September 26, 2004,30, 2007, no shares of preferred stock were outstanding.
     Preferred Share Purchase Rights Agreement.The Company has a Preferred Share Purchase Rights Agreement (Rights Agreement) to protect stockholders’ interests in the event of a proposed takeover of the Company. Under the original Rights Agreement, adopted on September 26, 1995, the Company declared a dividend of one preferred share purchase right (a Right) for each share of the Company’s common stock outstanding. Pursuant to the Rights Agreement, as amended and restated on September 26, 2005,December 7, 2006, each Right entitles the registered holder to purchase from the Company a one one-thousandth share of Series A Junior Participating Preferred Stock, $0.0001 par value per share, subject to adjustment for subsequent stock splits, at a purchase price of $180. The Rights are exercisable only if a person or group (an Acquiring Person) acquires beneficial ownership of 15%20% or more of the Company’s outstanding shares of common stock without approval of the Board approval.of Directors. Upon exercise, holders, other than an Acquiring Person, will have the right, subject to termination, to receive the Company’s common stock or other securities, cash or other assets having a market value, as defined, equal to twice such purchase price. The Rights, which expire on September 25, 2015, are redeemable in whole, but not in part, at the Company’s option prior to the time such rightsRights are triggered for a price of $0.001 per Right.
     Stock Repurchase Program.On March 8, 2005,11, 2008, the Company announced that it had been authorized theto repurchase of up to $2$2.0 billion of the Company’s common stock. The $2.0 billion stock underrepurchase program replaced a $3.0 billion stock repurchase program, withof which approximately $2 million remained authorized for repurchases. The stock repurchase program has no expiration date. When stock is repurchased and retired, the amount paid in excess of par value is recorded to paid-in capital. During fiscal 2005,2008, 2007 and 2006, the Company repurchased and retired 27,083,00042,616,000, 37,263,000 and 34,000,000 shares of common stock for $953$1.7 billion, $1.5 billion and $1.5 billion, respectively, excluding $14 million, $9 million and $5 million of premiums received related to put options that were exercised in fiscal 2008, 2007 and 2006, respectively. At September 28, 2008, the Company had not made any repurchases under the $2.0 billion stock repurchase program.
     In connection with the Company’s stock repurchase program, the Company sold put options under this program.on its own stock during fiscal 2007 and 2006. At September 25, 2005, the Company had two outstanding28, 2008, no put options with expiration dates of December 7, 2005 and March 21, 2006, that may require the Company to purchase 11,500,000 shares of its common stock upon exercise for $411 million (net of the option premiums received). Any shares repurchased upon exercise of the put options will be retired. The recorded values of the put option liabilities totaled $7 million at September 25, 2005.remained outstanding. During fiscal 2005,2008, the Company recognized $16gains of $6 million in investment income due to decreases in the fair values of the put options and $15 million in investment income from premiums received on a put option that expired unexercised. At September 25, 2005, $636 million remained authorized for repurchases under this program.
     On February 10, 2003, the Company had authorized the repurchase of up to $1 billion of the Company’s common stock over a two-year period. The Company did not repurchase any of the Company’s common stock under this program during fiscal 2004; however, the Company did sell put options. The Company repurchased all of the put options during fiscal 2004. The net gain recorded in investment income during fiscal 2004 related to the put options, including premiums received was $5of $14 million. During fiscal 2007 and 2006, the Company recognized $3 million and $29 million, respectively, in investment losses due to net increases in the fair values of put options, net of premiums received of $17 million and $11 million, respectively.

F-23F-21


QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     During fiscal 2003, the Company repurchased and retired 9,831,000 shares of common stock for $166 million and sold put options. The put options expired worthless during fiscal 2003. The $7 million in premiums received from the put options were recorded as paid-in capital.
Dividends.On March 2, 2004, theThe Company announced an increaseincreases in its quarterly dividend from $0.035 to $0.050 per share of common stock from $0.09 to $0.12 on common stock. On JulyMarch 7, 2006, from $0.12 to $0.14 on March 13, 2004, the Company announced an increase in its quarterly dividend2007, and from $0.050$0.14 to $0.070 per share$0.16 on common stock. On March 8, 2005, the Company announced an increase in its quarterly dividend from $0.070 to $0.090 per share on common stock.11, 2008. Cash dividends announced in fiscal 20052008, 2007 and 20042006 were as follows (in millions, except per share data):
                                        
 2005 2004  2008 2007 2006 
 Per Share Total Per Share Total  Per Share Total Per Share Total Per Share Total 
First quarter $0.070 $115 $0.070 (1) $112  $0.14 $228 $0.12 $198 $0.09 $148 
Second quarter 0.070 115 0.050 81  0.14 227 0.12 200 0.09 150 
Third quarter 0.090 147  — (2)   0.16 261 0.14 234 0.12 202 
Fourth quarter 0.090 147 0.070 114  0.16 266 0.14 230 0.12 198 
                      
Total $0.320 $524 $0.190 $307 
          $0.60 $982 $0.52 $862 $0.42 $698 
             
(1) In the first quarter of fiscal 2004, the Company announced two dividends of $0.035 per share which were paid in the first and second quarters of fiscal 2004.
(2) The Company paid a dividend of $0.05 per share in the third quarter of fiscal 2004 that had been announced in the second quarter of fiscal 2004.
     On October 10, 2005,22, 2008, the Company announced a cash dividend of $0.09$0.16 per share on the Company’s common stock, payable on January 4, 20067, 2009 to stockholders of record as of December 7, 2005,11, 2008, which will be reflected in the consolidated financial statements in the first quarter of fiscal 2006.2009.
Note 8.7. Employee Benefit Plans
     Employee Savings and Retirement Plan.The Company has a 401(k) plan that allows eligible employees to contribute up to 50% of their eligible compensation, subject to annual limits. The Company matches a portion of the employee contributions and may, at its discretion, make additional contributions based upon earnings. The Company’s contribution expense for fiscal 2005, 20042008, 2007 and 20032006 was $27$45 million, $21$39 million and $20$33 million, respectively.
     Stock OptionEquity Compensation Plans.The CompanyBoard of Directors may grant options to selected employees, directors and consultants to the Company to purchase shares of the Company’s common stock at a price not less than the fair market value of the stock at the date of grant. The 2006 Long-Term Incentive Plan (the 2006 Plan) was adopted during the second quarter of fiscal 2006 and replaced the 2001 Stock Option Plan (theand the 2001 Plan) was adopted and replaced the 1991Non-Employee Director Stock Option Plan and their predecessor plans (the 1991 Plan), which expired in August 2001. Options grantedPrior Plans). The 2006 Plan provides for the grant of incentive and nonstatutory stock options as well as stock appreciation rights, restricted stock, restricted stock units, performance units and shares and other stock-based awards and will be the source of shares issued under the 1991Executive Retirement Matching Contribution Plan remain outstanding until exercised or cancelled.(ERMCP). The shares reservedshare reserve under the 20012006 Plan was 405,284,000 at September 28, 2008, including 115,000,000 shares that were equalapproved by the Company’s stockholders in March 2008. Shares subject to the number of shares available for future grantany outstanding option under the 1991a Prior Plan onthat is terminated or cancelled (but not an option under a Prior Plan that expires) following the date that the 20012006 Plan was approved by stockholders, and shares that are subject to an award under the Company’s stockholders. At that date, approximately 101,083,000 shares wereERMCP and are returned to the Company because they fail to vest, will again become available for future grantsgrant under the 20012006 Plan. In fiscal 2004,The Board of Directors of the Company reserved another 64,000,000 shares for future grants under the 2001 Plan. The Company may amend or terminate the 20012006 Plan at any time. Certain amendments, including an increase in the share reserve, require stockholder approval. Generally, options and restricted stock units outstanding vest over periods not exceeding five years. Options are exercisable for up to ten years from the grant date.
     During fiscal 2008 and 2006, the Company assumed a total of approximately 1,462,000 and 3,530,000 outstanding stock options, respectively, under various stock-based incentive plans that were assumed (the Assumed Plans) as a result of acquisitions. The 2001 Plan providesAssumed Plans were suspended on the dates of acquisition, and no additional shares may be granted under those plans. The Assumed Plans provided for the grant of both incentive stock options and non-qualified stock options. Generally, options outstanding vest over five years and are exercisable for up to 10 years from the grant date. At September 25, 2005, options for approximately 120,298,000 shares under both plans were exercisable at prices ranging from $1.93 to $86.19 per share for an aggregate exercise price of $2.6 billion.
     The 2001 Non-Employee Directors’ Stock Option Plan (the 2001 Directors’ Plan) was adopted and replaced the 1998 Non-Employee Directors’ Stock Option Plan (the 1998 Directors’ Plan). Options granted under the 1998 Directors’ Plan remain outstanding until exercised or cancelled. The shares reserved under the 2001 Directors’ Plan are equal to the number of shares available for future grant under the 1998 Directors’ Plan on the date the 2001 Directors’ Plan was approved by the Company’s stockholders. At that date, 4,100,000 shares were available for future grants under the 2001 Directors’ Plan. The Company may terminate the 2001 Directors’ Plan at any time. This plan provides for non-qualified stock options to be granted to non-employee directors at fair market value, vesting over periods not exceeding five years and are exercisable for up to 10ten years from the grant date. At September 25, 2005, options for approximately 3,393,000 shares under both plans were exercisable at prices ranging from $2.91 to $66.50 per share for an aggregate exercise price of $35 million.

F-24F-22


QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     In fiscal 2005, the Company assumed 723,000 and 42,000 of the outstanding stock options under the Iridigm Display Corporation 2000 Stock Plan and the Spike Technologies, Inc. 1998 Stock Option Plan, respectively, related to those acquisitions (Note 11). Both plans expired on the dates of the acquisitions, and no additional shares may be granted under those plans. Both incentive stock options and non-qualified stock options are outstanding under both plans. Generally, options outstanding vest over periods not exceeding five years and are exercisable for up to 10 years from the grant date. At September 25, 2005, options for approximately 559,000 shares under both plans were exercisable at prices ranging from $0.09 to $38.48 per share for an aggregate purchase price of $16 million.
     A summary of stock option transactions for theall stock option plans follows (number of shares in thousands):follows:
                 
  Options Options Outstanding
  Shares     Exercise Price Per Share
  Available Number     Weighted
  for Grant of Shares Range Average
Balance at September 29, 2002
  48,868   234,548  $0.07 to $86.19 $14.73 
Plan shares expired  (4)         
Options granted  (33,664)  33,664   14.55 to 22.87   17.42 
Options cancelled  8,546   (8,546)  0.79 to 73.94   24.15 
Options exercised     (46,694)  0.15 to 19.57   3.28 
                 
Balance at September 28, 2003
  23,746   212,972  $0.07 to $86.19 $17.28 
Additional shares reserved  64,000          
Options granted  (31,252)  31,252   21.50 to 40.40   27.19 
Options cancelled  4,420   (4,420)  2.30 to 70.00   28.15 
Options exercised     (36,220)  0.14 to 37.34   7.85 
                 
Balance at September 26, 2004
  60,914   203,584  $0.07 to $86.19 $20.25 
Additional shares reserved (a)  765          
Options assumed (a)  (765)  765   0.09 to 38.48   24.32 
Plan shares expired (b)  (57)         
Options granted  (34,434)  34,434   33.01 to 44.55   38.51 
Options cancelled  5,821   (5,821)  1.60 to 70.00   31.16 
Options exercised     (30,168)  0.07 to 43.00   11.52 
                 
Balance at September 25, 2005
  32,244   202,794  $0.09 to $86.19 $24.35 
                 
                 
          Average    
      Weighted  Remaining  Aggregate 
  Number of  Average  Contractual  Intrinsic 
  Shares  Exercise  Term  Value 
  (In thousands)  Price  (Years)  (In billions) 
Outstanding at September 30, 2007
  206,454  $32.69         
Options granted  51,347   42.29         
Options assumed(1)
  1,462   24.29         
Options cancelled/forfeited/expired  (7,838)  40.30         
Options exercised  (49,099)  21.79         
                
Options outstanding at September 28, 2008
  202,326  $37.42   6.57  $1.8 
                
Exercisable at September 28, 2008
  104,466  $33.74   4.93  $1.3 
                
 
(a)(1) Represents activity related to options that were assumed as a result of the acquisitions of Iridigm in October 2004 and Spike in November 2004 (Note 11)10).
(b)Represents shares available for future grant cancelled pursuant to the Iridigm and Spike acquisitions.
     Net stock options, after forfeitures and cancellations, granted during fiscal 2005, 20042008, 2007 and 20032006 represented 1.8%2.7%, 1.7%2.0% and 1.6%1.9% of outstanding shares as of the beginning of each fiscal year, respectively. Total stock options granted during fiscal 2005, 20042008, 2007 and 20032006 represented 3.2%, 2.4% and 2.1%, 1.9% and 2.1%respectively, of outstanding shares as of the end of each fiscal year, respectively.year.
     Information about fixedThe Company’s determination of fair value of stock option awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. At September 28, 2008, total unrecognized estimated compensation cost related to non-vested stock options outstanding at September 25, 2005 follows (numbergranted prior to that date was $1.6 billion, which is expected to be recognized over a weighted-average period of 3.5 years. The total intrinsic value of stock options exercised during fiscal 2008, 2007 and 2006 was $1.3 billion, $708 million and $1.1 billion, respectively. The Company recorded cash received from the exercise of stock options of $1.1 billion, $479 million and $608 million and related tax benefits of $492 million, $272 million and $421 million during fiscal 2008, 2007 and 2006, respectively. Upon option exercise, the Company issues new shares in thousands):

F-25


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     
  Options Outstanding  
      Weighted      
      Average     Options Exercisable
      Remaining Weighted     Weighted
      Contractual Average     Average
Range of Number Life Exercise Number Exercise
Exercise Prices of Shares (In Years) Price of Shares Price
    $0.09 to $3.51  28,805   2.16  $3.08   28,792  $3.08 
  $3.52 to $16.47  34,168   5.27   11.88   24,165   10.07 
$16.63 to $22.44  31,515   7.53   20.11   13,500   19.72 
$22.77 to $29.21  31,604   5.99   27.20   23,334   27.14 
$29.31 to $33.57  29,899   8.35   33.05   8,412   32.64 
$33.69 to $42.16  31,137   7.31   39.19   15,392   38.31 
$42.25 to $44.55  11,585   6.95   43.27   6,823   43.07 
$45.56 to $86.19  4,081   4.51   58.65   4,073   58.66 
                     
   202,794   6.14  $24.35   124,491  $21.11 
                     
of stock.
     There were approximately 124,650,000 options exercisable with a weighted average exercise priceDuring fiscal 2008, the Company granted 55,000 restricted stock units to certain employees, all of $17.41 per share at September 26, 2004. There were approximately 129,990,000 options exercisable with a weighted average exercise price of $13.42 per sharewhich remain unvested at September 28, 2003.
     Information about stock options outstanding at September 25, 2005 with exercise prices less than or above $44.762008. The weighted-average fair value per share of the closing price atrestricted stock units awarded in fiscal 2008 was $54.42 calculated based on the fair value of the Company’s common stock on the date of grant of each award. At September 25, 2005, follows (number28, 2008, the total unrecognized estimated compensation cost related to non-vested restricted stock units granted prior to that date was $3 million, which is expected to be recognized over a weighted-average period of shares in thousands):
                         
  Exercisable  Unexercisable  Total 
      Weighted      Weighted      Weighted 
      Average      Average      Average 
  Number  Exercise  Number  Exercise  Number  Exercise 
Stock Options of Shares  Price  of Shares  Price  of Shares  Price 
Less than $44.76  120,418  $19.84   78,295  $29.48   198,713  $23.64 
Above $44.76  4,073   58.66   8   54.32   4,081   58.65 
                      
Total outstanding  124,491  $21.11   78,303  $29.48   202,794  $24.35 
                      
4.9 years.
     Employee Stock Purchase Plans.The Company has twoone employee stock purchase plansplan for all eligible employees to purchase shares of common stock at 85% of the lower of the fair market value on the first or the last day of each six-month offering period. Employees may authorize the Company to withhold up to 15% of their compensation during any offering period, subject to certain limitations. In fiscal 2008, the Company amended the 2001 Employee Stock Purchase Plan to include a Non-423(b) Plan. The amended 2001 Employee Stock Purchase Plan authorizes up to approximately 24,309,000 shares to be granted. The 1996 Non-Qualified Employee Stock Purchase Plan authorizes up to 400,00024,709,000 shares to be granted. During fiscal 2005, 20042008, 2007 and 2003,2006, approximately 1,786,000, 2,205,0002,951,000, 2,650,000 and 2,744,0002,220,000 shares were issued under the plans at an average price of $29.63, $18.60$35.96, $32.08 and $13.20$31.10 per share, respectively. At September 25, 2005,28, 2008, approximately 15,446,0007,625,000 shares were reserved for future issuance.
     At September 28, 2008, total unrecognized estimated compensation cost related to non-vested purchase rights granted prior to that date was $13 million. The Company recorded cash received from the exercise of purchase rights of $106 million, $85 million and $69 million during fiscal 2008, 2007, and 2006, respectively.
     Executive Retirement Plans.The Company has voluntary retirement plans that allow eligible executives to defer up to 100% of their income on a pre-tax basis. On a quarterly basis, the Company matches up to 10% of the participants’ deferral in Company common stock based on the then-current market price, to be distributed to the participant upon eligible retirement. The income deferred and the Company match held in trust are unsecured and subject to the claims of general creditors of the Company. Company contributions begin vesting based on certain minimum participation or service requirements and are fully vested at age 65. Participants who terminate employment forfeit their unvested shares. All shares forfeited are used to reduce the Company’s future matching contributions. The plans authorize up to 1,600,000 shares to be allocated to participants at any time. During fiscal 2005, 20042008, 2007 and 2003,2006, approximately 92,000, 108,00096,000, 126,000 and 89,00047,000 shares, respectively, were allocated under the plans. The Company recorded $3$6 million, $5 million and $2 million in compensation expense during fiscal 2005, 20042008, 2007 and 2003,2006, respectively, related to its net matching contributions to the plans. At September 25, 2005, approximately 238,000 shares were reserved for future allocation.

F-26F-23


QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9.8. Commitments and Contingencies
     LitigationLitigation.
Durante, et al v. QUALCOMM: On February 2, 2000, three former employees filed a putative class action against the Company, alleging unlawful age discrimination in their selection for layoff in 1999, and seeking monetary damages based thereon. On June 18, 2003, the Court ordered decertification of the class and dismissed all remaining claims of the plaintiffs. On August 1, 2005, the Ninth Circuit Court of Appeals upheld the judgment in favor of the Company. On June 20, 2003, 76 of the opt-in plaintiffs filed, but did not serve, a new action in the same court, alleging violations of the Age Discrimination in Employment Act as a result of their layoffs in 1999. All plaintiffs have now dismissed all remaining claims in exchange for the Company’s agreement not to seek litigation costs against them.
Zoltar Satellite Alarm Systems, Inc. v. QUALCOMM, Inc. and SnapTrack, Inc.: On March 30, 2001, Zoltar Satellite Alarm Systems, Inc. filed suit against QUALCOMM and its subsidiary SnapTrack, Inc. in the United States District Court for the Northern District of California seeking monetary damages and injunctive relief based on the alleged infringement of three patents. Following a verdict and finding of no infringement of Zoltar’s patent claims, the Court entered a judgment in favor of the Company and SnapTrack on Zoltar’s complaint and awarded the Company and SnapTrack their costs of suit. Zoltar filed a notice of appeal, and the Company and SnapTrack filed a responsive notice and motion to dismiss. Zoltar’s appeal was dismissed and the issue of reaching a final judgment on issues aside from non-infringement is pending before the district court.
QUALCOMM Incorporated v. Maxim Integrated Products, Inc.:On December 2, 2002, the Company filed an action in the United States District Court for the Southern District of California against Maxim alleging infringement of three patents and seeking monetary damages and injunctive relief based thereon. The Company amended the complaint, bringing the total number of patents at issue to four and adding misappropriation of trade secret and unfair competition claims. Maxim counterclaimed against the Company, alleging antitrust violations, patent misuse and unfair competition seeking monetary damages and injunctive relief based thereon. On May 5, 2004, the Court granted Maxim’s motion that no indirect infringement arose in connection with defendants’ sales of certain products to certain licensees of the Company. A motion by the Company for preliminary injunction regarding the alleged trade secret misappropriations by Maxim was heard on January 4, 2005. The Court found that Maxim had acted unlawfully by misappropriating the Company’s trade secrets and issued an injunction order prohibiting further misappropriation and requiring Maxim to notify customers of the order. Maxim has sought appellate review of the injunction order.
Whale Telecom Ltd v. QUALCOMM Incorporated:On November 15, 2004, Whale Telecom Ltd. sued the Company in the New York State Supreme Court, County of New York, seeking monetary damages based on the claim that the Company fraudulently induced it to enter into certain infrastructure services agreements in 1999 and later interfered with their performance of those agreements.
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 against the Company alleging infringement of ten patents and seeking monetary damages and injunctive relief based thereon. On the same date,following day, Broadcom also filed a complaint in the United States International Trade Commission (ITC) alleging infringement of five of the samefive patents at issue in the Central District Court cases468 case seeking a determination and relief under Section 337 of the Tariff Act of 1930. Allegations relating to two of the Broadcom patent claims filed in the 468 case (which is stayed pending completion of the ITC action) have been dismissed by agreement of the parties. 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 agreement of the parties. A trial relating to the three remaining Broadcom patents in the 467 case was held in May 2007, and on May 29, 2007, the jury rendered a verdict finding willful infringement of the three patents and awarding past damages in the approximate amount of $20 million (the court subsequently vacated the jury’s finding of willfulness). 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 three Broadcom patents, subject to a specified limited license through January 2009 on two of the three patents and with respect to the third patent, a limited license as to one set of products. The immediately enjoined products were those WCDMA products that related to patent number 6,847,686 (the ‘686 patent). With respect to EV-DO products involving the ‘686 patent (as well as products relating to the two remaining patents), the judge’s order provided for a permanent injunction but stayed the effect of that injunction until January 31, 2009 with respect to companies that purchased those enjoined products as of May 29, 2007. The stay was subject to certain conditions, including the Company’s payment of ongoing royalties. Since the second amendment of the injunction order in March 2008, Broadcom filed a motion requesting that Qualcomm be found in contempt of the order on various bases. The court denied the motion in part but granted the motion with respect to the claim that Qualcomm should not have paid for WCDMA chips sold between the date of trial verdict and the injunction, and should not have serviced and supported products using such chips, and that Qualcomm should have paid certain royalties on revenue relating to the QChat product. Since the order, on September 24, 2008, the United States Court of Appeals for the Federal Circuit (Federal Circuit) issued its opinion in the appeal resulting from the trial of the 467 case, upholding the verdict and remedies as to two patents and overturning the verdict and remedy as to the ‘686 patent, finding it invalid. As a result, the district court has issued a third amended injunction order excluding any reference to the invalid patent and amended the contempt findings relating to the invalidated patent. Broadcom has been ordered to repay royalties relating to that patent. Qualcomm has also since filed a notice of appeal as to the contempt ruling and has sought leave from the Federal Circuit for an extension of time to file a motion for a rehearing with respect to certain issues on the appeal. That extension was granted. Broadcom has filed another motion seeking a ruling that Qualcomm is in violation of the injunction order with respect to certain sales and royalties Broadcom claims are owed under the order. Finally, the patent that was subject to the stay pending reexamination in the USPTO has since emerged from the reexamination process with certain claims cancelled and other claims added. A schedule for the litigation of that patent has not yet been determined, but it is expected to occur in the last half of calendar 2009.
     On February 14, 2006, an ITC hearing also commenced as to three patents alleged by Broadcom to be infringed by the Company. On October 10, 2006, the Administrative Law Judge (ALJ) issued an initial determination in which he recommended against any downstream remedies and found no infringement by the Company on two of the three remaining patents and most of the asserted claims of the third patent. The ALJ did find infringement on some claims of one patent. The ALJ did not recommend excluding chips accused by Broadcom but, instead, recommended a limited exclusion order directed only to chips that are already programmed with a specific software module and recommended a related cease and desist order. The Commission adopted the ALJ’s initial determination on violation and, on June 7, 2007, 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. The Federal Circuit issued stays of the exclusion order with respect to the downstream products of all of the Company’s customers that requested the stay. The Company appealed the infringement finding, the cease and desist order and the exclusion order, and Broadcom appealed certain rulings of the ALJ. Oral arguments took place on July 8, 2008 in the Federal Circuit. On September 19, 2008, the Federal Circuit ruled on Broadcom’s appeal of the ITC’s

F-24


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
determination of no violation as to two patents (the ‘311 patent and the ‘675 patent). The Federal Circuit affirmed the ITC’s determination as to the ‘311 patent and affirmed the findings on the ‘675 patent with respect to seven of eight products at issue. As to the latter patent, the court 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 ITC’s cease and desist order by the Company. A hearing on the complaint took place on April 22 through April 24, 2008. The target date for completion of the investigation is August 30, 2009. On October 14, 2008, the Federal Circuit issued an opinion upholding the ITC’s finding that the Company did not directly infringe the ‘983 patent; vacating and remanding the ITC’s finding that the Company indirectly induced infringement of the ‘983 patent; and vacating and remanding the limited exclusion order. The Federal Circuit held that the ITC lacked authority to enjoin products of Qualcomm’s customers pursuant to a limited exclusion order because Broadcom had not named those customers as respondents.
     On April 13, 2007, Broadcom filed a new 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 New Jersey case, 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. DiscoveryOn September 1, 2006, the New Jersey District Court dismissed the complaint; Broadcom appealed. On September 4, 2007, the Court of Appeals for the Third Circuit reinstated two of the eight federal claims and five pendant state claims in Broadcom’s complaint and affirmed the dismissal of the remaining counts. On November 2, 2007, Broadcom filed an amended complaint, adding the allegations from the state court case in California (filed on April 13, 2007) that had been stayed, as discussed above, and a federal antitrust claim based on the California allegations. 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 commenced in the actions.been set.
     QUALCOMM Incorporated v.On October 7, 2008, Broadcom Corporation:On July 11, 2005, the Company filed an action in the United States District Court for the Southern District of California against Broadcom alleging infringement of seven patents, each of which is essentialseeking declaratory relief regarding patent misuse, patent exhaustion and patent and license unenforceability. The Company has not yet responded to the practice of either the GSM or 802.11 standards, and seeking monetary damages and injunctive relief based thereon. On September 23, 2005, Broadcom answered and counterclaimed, alleging infringement of six patents. Discovery has yet to begin in the action.

F-27


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTScomplaint.
     QUALCOMM Incorporated v. Broadcom Corporation:On October 14, 2005, the Company filed an action in the United States District Court for the Southern District of California against Broadcom alleging infringement of two patents, each of which relates to video encoding and decoding for high-end multimedia processing, and seeking monetary damages and injunctive relief based thereon. In January 2007, a jury rendered a verdict finding the patents valid but not infringed. In a subsequent ruling, the trial judge held that the Company was not guilty of inequitable conduct before the USPTO, but the Company’s actions in a video-encoding standards development organization amounted to a waiver of the right to enforce the patents under any circumstances. The court also ordered the Company to pay Broadcom’s attorneys’ fees and costs for the case. The Company and Broadcom each filed notices of appeal, but Broadcom subsequently dismissed its appeal. Oral argument in the Federal Circuit was held on August 5, 2008. On January 7, 2008, the Magistrate Judge considering Broadcom’s motions for sanctions against the Company for discovery violations issued an order sanctioning the Company and eight of its retained outside attorneys for those discovery violations. The Magistrate Judge referred the eight outside attorneys to the California State Bar for an investigation into possible ethics violations and ordered the Company to participate in a process to create a model discovery protocol. The Magistrate Judge reaffirmed the District Court’s previous award of Broadcom’s attorneys’ fees. On March 5, 2008, the District Court vacated the portion of the Magistrate Judge’s order only as it relates to the sanctions imposed on the Company’s outside counsel and remanded the case to the Magistrate Judge for further proceedings on those issues.
Actions by the Company and its subsidiaries against Nokia Corporation and/or Nokia Inc.:On July 23, 2008, the Company announced that it had reached agreement with Nokia Corporation and Nokia Inc. to resolve all pending litigation between the parties, and the parties have either obtained dismissals or are in the process of seeking dismissal of all litigation between the parties. The various litigation matters between the parties in different jurisdictions around the world that were terminated during the fourth quarter involved claims of patent infringement and breach of contract by each party against the other.

F-25


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 yetreceived the complaints and has submitted replies to answer.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 based hereon. The District Court suit for damages is stayed pending resolution of the ITC proceeding. The ITC instituted the investigation on May 15, 2007. The patents at issue are being reexamined by the USPTO based on petitions filed by a third-party. The USPTO’s 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 February 26, 2008, the ALJ stayed the ITC proceedings pending completion of the USPTO’s reexamination proceedings. On March 27, 2008, the Commission reversed the ALJ’s order and ordered the ITC proceeding to be reinstated. The evidentiary hearing occurred on July 14 through July 18, 2008, and the investigation 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, including In re Wireless Telephone Frequency Emissions Products Liability Litigation, United States District Court for the District of Maryland, and several individually filed actions pending in Pennsylvania and Washington D.C., seeking monetary damages arising out of its sale of cellular phones. On March 5, 2003, the Court granted the defendants’ motions to dismiss five of the consolidated cases (Pinney, Gimpleson, Gillian, Farina and Naquin) on the grounds that the claims were preempted by federal law. On March 21, 2005, the 4th Circuit Court of Appeals reversed the ruling by the District Court and ordered the cases remanded to state court. All remaining cases filed against the Company allege personal injury as a result of their use of a wireless telephone. Those cases have been remanded to the Washington, D.C. Superior Court. 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.
     On October 28, 2005, it was reportedIn 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 Company’s licensing practices. The Superior Court action has been removed to the San Diego Federal Court, and the plaintiff’s request for remand has been denied. The Company has filed motions to dismiss the complaints.
     The Company understands that six telecommunicationstwo U.S. companies (Broadcom, Nokia, Texas(Texas Instruments NEC, Panasonic and Ericsson)Broadcom) and two South Korean companies (Nextreaming Corp. and Thin Multimedia, Inc.) have filed complaints with the EuropeanKorea Fair Trade Commission alleging that the Company violated European Union competition lawCompany’s business practices are, in its WCDMA licensing practices.some way, a violation of South Korean anti-trust regulations. To date, the Company has not been formally served withreceived the complaints.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.
     The Japan Fair Trade Commission has also received unspecified complaints alleging the Company’s 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 Company’s operating results, liquidity or financial position, the Company believes the claims made by other parties are without merit and will vigorously defend the actions. TheOther than amounts relating to theBroadcom Corporation v. QUALCOMM Incorporatedmatter, the Company has not recorded any accrual for contingent liabilityliabilities associated with the other legal proceedings described above based on the Company’s belief that a liability,additional liabilities, while possible, isare 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. In addition, some matters that have previously been disclosed may no longer be described in this Note because of rulings in the case, settlements, changes in the Company’s business or other developments rendering them, in the Company’s judgment, no longer material to the Company’s operating results, liquidity or financial position.
Long-Term Financing.The Company agreed to provide certain CDMA customers of Telefonaktiebolaget LM Ericsson (Ericsson) with long-term interest bearing debt financing for the purchase of equipment and/or services. At September 25, 2005, the Company had a commitment to extend up to $118 million in long-term financing to certain CDMA customers of Ericsson. The funding of this commitment, if it occurs, is not subject to a fixed expiration date and is subject to the CDMA customers meeting conditions prescribed in the financing arrangement and, in certain cases, to Ericsson also financing a portion of such sales and services. Financing under this arrangement is generally collateralized by the related equipment. The commitment represents the maximum amount to be financed; actual financing may be in lesser amounts.
Operating Leases.The Company leases certain of its facilities and equipment under noncancelable operating leases, with terms ranging from less than 1 year to 26 years and with provisions for cost-of-living increases for certain leases. Rental expense for fiscal 2005, 2004 and 2003 was $39 million, $31 million and $34 million, respectively. Future minimum lease payments in each of the next five years from fiscal 2006 through 2010 are $67 million, $51 million, $24 million and $16 million, and $13 million respectively, and $22 million thereafter.
     Purchase Obligations.The Company has agreements with suppliers and other parties to purchase inventory, other goods and services and long-lived assets and estimates its noncancelable obligations under these agreements for fiscal 20062009 to 20092013 to be approximately $750$868 million, $200$121 million, $86$58 million, $67 million and $6$18 million, respectively. The Company’s noncancelable obligations are insignificant in fiscal 2010.respectively, and $55 million thereafter. Of these amounts, commitments to purchase integrated circuit product inventories for fiscal 2006 to 2009 and 2010 comprised $634 million, $177 million, $82$663 million and $5$15 million, respectively.

F-28F-26


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Leases.The Company leases certain of its facilities and equipment under noncancelable operating leases, with terms ranging from less than one year to 35 years and with provisions for cost-of-living increases with certain leases. Rental expense for fiscal 2008, 2007 and 2006 was $75 million, $60 million and $47 million, respectively. 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 as of September 28, 2008 are as follows (in millions):
             
  Capital  Operating    
  Leases  Leases  Total 
2009 $10  $85  $95 
2010  10   65   75 
2011  10   51   61 
2012  10   32   42 
2013  10   19   29 
Thereafter  272   201   473 
          
Total minimum lease payments $322  $453  $775 
           
Deduct: Amounts representing interest  179         
            
Present value of minimum lease payments  143         
Deduct: Current portion of capital lease obligations  1         
            
Long-term portion of capital lease obligations $142         
            
Note 10.9. Segment Information
     The Company is organized on the basis of products and services. The Company aggregates threefour of its divisions into the QUALCOMMQualcomm Wireless & Internet segment. Reportable segments are as follows:
  QUALCOMMQualcomm CDMA Technologies (QCT) develops and supplies CDMA and WCDMA-based integrated circuits and system software for wireless voice and data communications, multimedia functions and global positioning systems products;system products based on its CDMA technology and other technologies;
 
  QUALCOMMQualcomm Technology Licensing (QTL) grants licenses to use portions of the Company’s intellectual property portfolio, which includes certain patent rights essential to and/or useful in the manufacture and sale of CDMAcertain wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD, GSM/GPRS/EDGE and/or the CDMA TDDOFDMA standards and their derivatives, and collects license fees and royalties in partial consideration for such licenses;
 
  QUALCOMMQualcomm Wireless & Internet (QWI) comprised of:
 o QUALCOMMQualcomm Internet Services (QIS) — provides technology to support and accelerate the convergence of the wireless data market, including its BREW product and services, QChat products and QPoint;services;
 
 o QUALCOMMQualcomm Government Technologies (QGOV) – formerly QUALCOMM Digital Media, provides development, hardware and analytical expertise to United States government agencies involving wireless communications technologies; and
 
 o QUALCOMM Wireless Business Solutions (QWBS)Qualcomm Enterprise Services (QES) — provides satellitesatellite- and terrestrial-based two-way data messaging, position reporting and wireless application 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
oFirethorn — builds and manages software applications that enable financial institutions and wireless operators to offer mobile commerce services.
QUALCOMMQualcomm Strategic Initiatives (QSI) — manages the Company’s strategic investment activities, including MediaFLO USA, Inc. (MediaFLO USA), the Company’s wholly-owned wireless multimedia operator subsidiary. QSI makes strategic investments to promote the worldwide adoption of CDMACDMA-based products and services.

F-27


     During the first quarter of fiscal 2005, the Company reorganized its MediaFLO USA business into the QSI segment. The operating expenses related to the MediaFLO USA business were included in reconciling items through the end of fiscal 2004. During the first quarter of fiscal 2005, the Company also reorganized a division in the QWI segment that develops and sells test tools to support the design, development, testing and deployment of infrastructure and subscriber products into the QCT segment. Prior period segment information has been adjusted to conform to the new segment presentation.
QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The Company evaluates the performance of its segments based on earnings (loss) before income taxes (EBT) from continuing operations, excluding certain impairment and other charges that are not allocated to the segments for management reporting purposes.. EBT includes the allocation of certain corporate expenses to the segments, including depreciation and amortization expense related to unallocated corporate assets. Segment data includes intersegment revenues.

F-29


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Certain income and charges are not allocated to segments in the Company’s management reports because they are not considered in evaluating the segments’ operating performance. Unallocated income and charges include certain investment income, certain share-based compensation and certain research and development expenses and marketing expenses that were not deemed to be directly related to the businesses of the segments. The table below presents revenues, EBT and total assets for reportable segments (in millions):
                                                
 Reconciling    Reconciling  
 QCT* QTL QWI* QSI* Items* Total*  QCT QTL QWI QSI Items Total
2005
 
2008
 
Revenues $3,290 $1,839 $644 $ $(100) $5,673  $6,717 $3,622 $785 $12 $6 $11,142 
EBT 852 1,663 57 10 227 2,809  1,833 3,142  (1)  (304)  (844) 3,826 
Total assets 518 16 153 442 11,350 12,479  1,425 2,668 183 1,458 18,829 24,563 
2004
 
2007
 
Revenues $3,111 $1,331 $571 $ $(133) $4,880  $5,275 $2,772 $828 $1 $(5) $8,871 
EBT 1,048 1,195 19  (31) 82 2,313  1,547 2,340 88  (240)  (109) 3,626 
Total assets 564 8 117 400 9,731 10,820  921 29 200 896 16,449 18,495 
2003
 
2006
 
Revenues $2,428 $1,000 $484 $1 $(66) $3,847  $4,332 $2,467 $731 $ $(4) $7,526 
EBT 805 897 15  (168) 16 1,565  1,298 2,233 78  (133)  (320) 3,156 
Total assets 311 155 92 839 7,425 8,822  651 60 215 660 13,622 15,208 
*As adjusted
     Segment assets are comprised of accounts receivable, finance receivables and inventoryinventories for QCT, QTL and QWI. The QSI segment assets include certain marketable securities, accounts receivable, finance receivables, notes receivable, wireless licenses, other investments and all assets of QSI’s consolidated investees.subsidiary, MediaFLO USA, including property, plant and equipment. QSI’s assets related to the MediaFLO USA business totaled $1.2 billion, $457 million and $329 million at September 28, 2008, September 30, 2007 and September 24, 2006, respectively. QSI’s assets also included $20 million, $16 million and $19 million related to investments in equity method investees at September 28, 2008, September 30, 2007 and September 24, 2006, respectively. Reconciling items for total assets included $277 million, $215 million and $228 million at September 28, 2008, September 30, 2007 and September 24, 2006, respectively, of goodwill and other assets related to the Qualcomm MEMS Technologies division (QMT), 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, certain marketable securities, property, plant and equipment, deferred tax assets, goodwill and certain other intangible assets.assets of nonreportable segments. The net book valuevalues of long-lived assets located outside of the United States was $44were $100 million, $21$89 million and $117$69 million at September 25, 2005,28, 2008, September 26, 200430, 2007 and September 28, 2003,24, 2006, respectively. Long-lived assets located outside of the United States were primarily in Brazil at September 28, 2003 and related to discontinued operations (Note 12). The net book valuevalues of long-lived assets located in the United States was $978 million, $654 millionwere $2.1 billion, $1.7 billion and $505 million$1.4 billion at September 25, 2005,28, 2008, September 26, 200430, 2007 and September 28, 2003, respectively.
     QSI assets included $89 million, $106 million and $116 million related to investments in equity method investees at September 25, 2005, September 26, 2004 and September 28, 2003,24, 2006, respectively.
     Revenues from each of the Company’s divisions aggregated into the QWI reportable segment were as follows (in millions):
             
Fiscal Year QWBS  QGOV  QIS* 
2005 $441  $50  $153 
             
2004 $414  $41  $116 
             
2003 $356  $49  $79 
             
  2008  2007  2006 
QES $423  $501  $490 
QIS  299   272   194 
QGOV  67   57   47 
Firethorn  (2)      
Eliminations  (2)  (2)   
          
Total QWI $785  $828  $731 
          
*As adjusted.

F-30F-28


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Other reconciling items were comprised as follows (in millions):
             
  Year Ended 
  September 25,  September 26,  September 28, 
  2005  2004  2003* 
Revenues
            
Elimination of intersegment revenue $(148) $(153) $(122)
Other products  48   20   56 
          
Reconciling items $(100) $(133) $(66)
          
Earnings (loss) before income taxes
            
Unallocated research and development expenses $(42) $(23) $(36)
Unallocated selling, general, and administrative expenses  (15)  (41)  (45)
EBT from other products  (56)  (39)  (20)
Unallocated investment income, net  339   192   125 
Intracompany eliminations  1   (7)  (8)
          
Reconciling items $227  $82  $16 
          
             
  2008  2007  2006 
Revenues:            
Elimination of intersegment revenues $(18) $(39) $(28)
Other nonreportable segments  24   34   24 
          
  $6  $(5) $(4)
          
Earnings (loss) before income taxes:            
Unallocated research and development expenses $(353) $(341) $(331)
Unallocated selling, general, and administrative expenses  (326)  (268)  (298)
Unallocated cost of equipment and services revenues  (39)  (39)  (41)
Unallocated investment income, net  70   718   455 
Other nonreportable segments  (190)  (158)  (92)
Intracompany eliminations  (6)  (21)  (13)
          
  $(844) $(109) $(320)
          
     During fiscal 2008, share-based compensation expense included in unallocated research and development expenses and unallocated selling, general and administrative expenses totaled $250 million and $251 million, respectively. During fiscal 2007, share-based compensation expense included in unallocated research and development expenses and unallocated selling, general and administrative expenses totaled $221 million and $227 million, respectively. During fiscal 2006, share-based compensation expense included in unallocated research and development expenses and unallocated selling, general and administrative expenses totaled $216 million and $238 million, respectively. Unallocated cost of equipment and services revenues was comprised entirely of share-based compensation expense.
     Specified items included in segment EBT were as follows (in millions):
                 
  QCT QTL QWI QSI
2008
                
Revenues from external customers $6,709  $3,619  $778  $12 
Intersegment revenues  8   3   7    
Interest income  2   9   2   4 
Interest expense  2   1      7 
2007
                
Revenues from external customers $5,244  $2,771  $821  $1 
Intersegment revenues  31   1   7    
Interest income  2   14   1   7 
Interest expense        1   5 
2006
                
Revenues from external customers $4,314  $2,465  $723  $ 
Intersegment revenues  18   2   8    
Interest income  1   5   3   6 
Interest expense  1      1   2 
*As adjusted.
     Generally,Intersegment revenues between segments are based on prevailing market rates for substantially similar products and services or an approximation thereof. Certain charges are allocated tothereof, but the corporate functional department inpurchasing segment records the Company’s management reports based oncost of revenues (or inventory write-downs) at the decision that those charges should not be used to evaluate the segments’ operating performance. Unallocated charges include certain investment income and research and development expenses and marketing expenses related to the developmentselling segment’s original cost. The elimination of the CDMA market that were not deemed to be directly related to the businesses of the segments.
     Specified itemsselling segment’s gross margin is included with other intersegment eliminations in segment EBT were as follows (in millions):
                 
  QCT*  QTL  QWI*  QSI* 
Fiscal 2005
                
Revenues from external customers $3,281  $1,710  $634  $ 
Intersegment revenues  9   129   10    
Interest income     5   2   4 
Interest expense     1   1    
Fiscal 2004
                
Revenues from external customers $3,107  $1,200  $553  $ 
Intersegment revenues  4   131   18    
Interest income     3   1   14 
Fiscal 2003
                
Revenues from external customers $2,423  $898  $469  $1 
Intersegment revenues  5   102   15    
Interest income     2   1   45 
*As adjusted.
reconciling items. Effectively all equity in lossesearnings (losses) of investees (Note 5) was recorded in QSI in fiscal 2005, 20042008, 2007 and 2003. In fiscal 2004 and 2003, interest expense (Note 5) was predominantly recorded as corporate expense in reconciling items.2006.

F-31F-29


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The Company distinguishes revenues from external customers by geographic areas based on customer location.the location to which its products, software or services are delivered and, for QTL’s licensing and royalty revenues, the invoiced addresses of its licensees. Sales information by geographic area was as follows (in millions):
            
 Year Ended 
 September 25, September 26, September 28,             
 2005 2004 2003  2008 2007 2006 
United States $1,015 $1,016 $875  $970 $1,165 $984 
South Korea 2,083 2,091 1,724  3,872 2,780 2,398 
Japan 1,210 877 586  1,598 1,524 1,573 
China 394 260 311  2,309 1,875 1,266 
Brazil 40 31 36 
Other foreign 931 605 315  2,393 1,527 1,305 
              
 $5,673 $4,880 $3,847  $11,142 $8,871 $7,526 
              
Note 11.10. Acquisitions
     During fiscal 2005,2008, the Company acquired the following four entitiesfive businesses for a total costcash consideration of $295 million, which was paid primarily in cash:
Iridigm Display Corporation (Iridigm), a California-based display technology company.
Trigenix Limited, a United Kingdom-based developer of user interfaces for mobile phones.
Spike Technologies, Inc., a semiconductor design services company based primarily in India.
ELATA, Ltd., a United Kingdom-based developer of mobile content delivery and device management software systems.
     An additional $4$260 million. Approximately $3 million in consideration is payable in cash through November 2006 ifJune 2009 was held back as security for certain performanceindemnification obligations. The Company is in the process of finalizing the accounting for the acquisitions and other milestones are reached.does not anticipate material adjustments to the preliminary purchase price allocations. Goodwill recognized in thosethese transactions, amounted to $216 million, of which $81$179 million is expected to be deductible for tax purposes. Goodwillpurposes, was assigned to the QMT, QISQWI and QCT segments in the amountsamount of $128 million, $81$179 million and $7$23 million, respectively. Technology-based intangible assets recognized in the amount of $36$57 million haveare being amortized on a straight-line basis over a weighted-average useful life of sevensix years.
     On August 11, 2005,During fiscal 2007, the Company announced its intentionacquired three businesses for total cash consideration of $181 million (of which $6 million was paid in fiscal 2008). Goodwill recognized in these transactions, of which $21 million is expected to acquire all ofbe deductible for tax purposes, was assigned to the outstanding capital stock of Flarion Technologies, Inc. (Flarion), a privately held developer of Orthogonal Frequency Division Multiplexing Access (OFDMA) technology. Upon completion of the acquisition, which is anticipatedQCT and QWI segments in the first halfamounts of $74 million and $10 million, respectively. Technology-based intangible assets recognized in the amount of $46 million are being amortized on a straight-line basis over a weighted-average useful life of three years.
     During fiscal 2006, pending regulatory approval and other customary closing conditions, the Company estimates that it will payacquired three businesses for an aggregate of approximately $545$485 million in consideration, consisting of approximately $272cash (of which $75 million was paid in fiscal 2007), $357 million in shares of QUALCOMM stock $235(of which $3 million was issued in cash,fiscal 2007), and the exchange of Flarion’s existing vested options and warrants with aan estimated aggregate fair value of approximately $38 million. Upon achievementIn addition, the Company assumed existing unvested options with an estimated aggregate fair value of certain agreed upon milestones on or prior$76 million, which is recorded as share-based compensation over the requisite service period. Goodwill recognized in these three transactions, no amount of which is expected to be deductible for tax purposes, was assigned to the eighth anniversary of the close of this transaction, the Company may issue additional aggregate consideration of $205 million, consisting of approximately $173 million payable in cash to Flarion stockholdersQTL and $32 million in shares of QUALCOMM stock, which will be issued to Flarion option holders and warrant holders upon or following the exercise of such options and warrants. The acquisition of Flarion is intended to broaden the Company’s ability to effectively support operators who may prefer an OFDMA or a hybrid OFDM/CDMA/WCDMA network alternative for differentiating their services. The addition of Flarion’s intellectual property and engineering resources will also supplement the resources that the Company has already dedicated over the years towards the development of OFDM/OFDMA technologies.
Note 12. Discontinued OperationsQCT segments in the QSI Segment
     On December 2, 2003, Embratel Participações S.A. (Embratel) acquired the Company’s directamounts of $616 million and indirect ownership interests in Vésper São Paulo S.A. and Vésper S.A. (the Vésper Operating Companies), consolidated subsidiaries of the Company’s QSI segment, (the Embratel sale transaction) for no consideration. The Vésper

F-32


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Operating Companies’ existing communication towers and related interests in tower site property leases (Vésper Towers) were not included$42 million, respectively. Technology-based intangible assets recognized in the Embratel sale transaction,amount of $165 million are being amortized on a straight-line basis over a weighted-average useful life of seventeen years. Purchased in-process technology in the amount of $22 million was charged to research and as such,development expense upon acquisition because technological feasibility had not been established and no future alternative uses existed.
     The consolidated financial statements include the Company effectively retained, through a new wholly-owned subsidiary (TowerCo), ownership and controloperating results of the Vésper Towers. The Company realized a net lossthese businesses from their respective dates of $52 million on the Embratel sale transaction during fiscal 2004, partially offset by a $40 million net gain which resulted from the subsequent sale of TowerCo. As a result of the disposition of the remaining operations and assets related to the Vésper Operating Companies, the Company determined that theacquisition. Pro forma results of operations and cash flows related tohave not been presented because the Vésper Operating Companies, includingeffects of the results related to TowerCo and the gains and losses realized on the Embratel and TowerCo sales transactions, should be presented as discontinued operations in its consolidated statements of operations and cash flows. At September 25, 2005, the Company had no remaining assets or liabilities related to the Vésper Operating Companies or TowerCo recorded on its consolidated balance sheet. Revenues of $36 million and $123 millionacquisitions were reported in the loss from discontinued operations during fiscal 2004 and 2003, respectively.not material.
Note 13. Auction Discount Voucher
     The Company was awarded a $125 million Auction Discount Voucher (ADV) by the Federal Communications Commission (FCC) in June 2000 as the result of a legal ruling. The ADV was fully transferable and, subject to certain conditions, could be used in whole or in part by any entity in any FCC spectrum auction over a period of three years, including those in which the Company is not a participant.
     During fiscal 2004, the Company transferred approximately $18 million of the ADV’s value to a wireless operator for approximately $17 million in cash. As a result of this transfer, the Company recorded an additional $17 million in other operating income in the QSI segment during fiscal 2004. During fiscal 2004, the Company also recorded $4 million in other operating income and $4 million in selling, general and administrative expenses in the QSI segment for cooperative marketing expenses incurred, with no effect on net income, related to an arrangement under which a portion of the ADV was transferred to a wireless operator prior to fiscal 2004. The Company recorded $47 million in other income in the QSI segment during fiscal 2003 related to transfers of the ADV’s value to wireless operators.
     The Company also used approximately $30 million of the ADV during fiscal 2004 as final payment for wireless licenses granted in fiscal 2004 in which the Company was the highest bidder in a FCC auction held during fiscal 2003. On a cumulative basis, the Company used $38 million of the ADV as payment for these wireless licenses, for which the Company had no cost basis at September 26, 2004. The ADV had no remaining value at September 25, 2005.

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QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14.11. Summarized Quarterly Data (Unaudited)
     The following financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results of the interim periods.

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QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The table below presents quarterly data for the years ended September 25, 200528, 2008 and September 26, 200430, 2007 (in millions, except per share data):
                 
  1st Quarter  2nd Quarter  3rd Quarter  4th Quarter (3) 
2005
                
Revenues (1) $1,390  $1,365  $1,358  $1,560 
Operating income (1)  584   572   560   670 
Net income (1)  513   532   560   538 
                 
Basic earnings per common share (2) $0.31  $0.32  $0.34  $0.33 
Diluted earnings per common share (2) $0.30  $0.31  $0.33  $0.32 
                 
2004
                
Revenues (1) $1,207  $1,216  $1,341  $1,118 
Operating income (1)  568   577   622   362 
Income from continuing operations (1)  411   441   486   387 
Net income (1)  352   488   486   393 
                 
Basic earnings per common share from continuing operations (2) $0.26  $0.27  $0.30  $0.24 
Basic earnings per common share (2) $0.22  $0.30  $0.30  $0.24 
                 
Diluted earnings per common share from continuing operations (2) $0.25  $0.26  $0.29  $0.23 
Diluted earnings per common share (2) $0.21  $0.29  $0.29  $0.23 
                 
  1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
2008
                
Revenues(1)
 $2,440  $2,606  $2,762  $3,334 
Operating income(1)
  757   813   824   1,335 
Net income (1)
  767   766   748   878 
                 
Basic earnings per common share(2)
 $0.47  $0.47  $0.46  $0.53 
Diluted earnings per common share (2)
 $0.46  $0.47  $0.45  $0.52 
                 
2007
                
Revenues(1)
 $2,019  $2,221  $2,325  $2,306 
Operating income(1)
  576   748   782   777 
Net income (1)
  648   726   798   1,131 
                 
Basic earnings per common share(2)
 $0.39  $0.44  $0.48  $0.68 
Diluted earnings per common share (2)
 $0.38  $0.43  $0.47  $0.67 
 
(1) Revenues, operating income income from continuing operations and net income are rounded to millions each quarter. Therefore, the sum of the quarterly amounts may not equal the annual amounts reported.
 
(2) Earnings per share are computed independently for each quarter and the full year based upon respective average shares outstanding. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual amounts reported.
(3)Prior to the fourth quarter of fiscal 2004, the Company recorded royalty revenues from certain licensees based on estimates of royalties during the period they were earned. Starting in the fourth quarter of fiscal 2004, the Company began recognizing royalty revenues solely based on royalties reported by licensees during the quarter (Note 1). The change in the timing of recognizing royalty revenue was made prospectively and had the initial one-time effect of reducing royalty revenues recorded in the fourth quarter of fiscal 2004.

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SCHEDULE II
QUALCOMM INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
(In millions)
                                          
 (Charged)    (Charged)   
 Balance at Credited to Balance at  Balance at Credited to Balance at 
 Beginning of Costs and End of  Beginning of Costs and End of 
 Period Expenses Deductions Other Period  Period Expenses Deductions Other Period 
Year ended September 28, 2003 Allowances: 
Year ended September 24, 2006 
Allowances: 
— trade receivables $(22) $(14) $24 $ $(12) $(2) $ $1 $ $(1)
— finance receivables  (51) 32 1   (18)
— notes receivable  (41)  (28)    (69)  (63)  (15)    (78)
Inventory reserves  (78)  (4) 12   (70)
Valuation allowance on deferred tax assets  (1,523)  (253) 10 1,106  (A)  (660)  (69) 46 14  (13)(a)  (22)
                      
 $(1,715) $(267) $47 $1,106 $(829) $(134) $31 $15 $(13) $(101)
                      
Year ended September 26, 2004 Allowances: 
 
Year ended September 30, 2007 
Allowances: 
— trade receivables $(12) $(3) $8 $2  (B) $(5) $(1) $(37) $2 $ $(36)
— finance receivables  (18) 10 7   (1)
— notes receivable  (69)  (30) 53   (46)  (78)  (13) 58   (33)
Inventory reserves  (70) 7 13   (50)
Valuation allowance on deferred tax assets  (660) 27 20 474  (B)  (139)  (22)  (1) 3   (20)
                      
 $(829) $11 $101 $476 $(241) $(101) $(51) $63 $ $(89)
                      
Year ended September 25, 2005 Allowances: 
 
Year ended September 28, 2008 
Allowances: 
— trade receivables $(5) $(2) $5 $ $(2) $(36) $(5) $3 $ $(38)
— finance receivables  (1) 1    
— notes receivable  (46)  (41) 24   (63)  (33)  (2) 32   (3)
Inventory reserves  (50)  (10) 14   (46)
Valuation allowance on deferred tax assets  (139) 76   (6)  (C)  (69)  (20)  (48)   (81)(b)  (149)
                      
 $(241) $24 $43 $(6) $(180) $(89) $(55) $35 $(81) $(190)
                      
 
(A)(a) This amount relatedwas charged to the reversal of the Company’s valuation allowance on substantially all of its United States deferred tax assets during fiscal 2003 as a credit to stockholders’ equity.paid-in capital.
 
(B)(b) This amount relatedwas charged to the disposition of the Vésper Operating Companies (See Note 12 of the Consolidated Financial Statements).
(C)This amount related to the acquisitions of Trigenix and ELATA (See Note 11 of the Consolidated Financial Statements).other comprehensive loss.

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