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 24, 200627, 2009
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 section 12(b) of the Act:
   
Title of Each Class Name of Each Exchange on Which Registered
Common stock, $0.0001 par value NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of 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 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YESþ      NOo
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler” and large accelerated filer”“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filerþ           Accelerated Filero       Non-Accelerated Filer
Large accelerated filerþAccelerated fileroNon-accelerated filer  o
(Do not check if a smaller reporting company)
Smaller reporting companyo
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YESo      NOþ


     The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 24, 200629, 2009 was $79,773,673,077.$62,311,546,530.*
     The number of shares outstanding of the registrant’s common stock was 1,652,553,2031,670,313,078 as of October 31, 2006.November 2, 2009.
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 20072010 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 24, 2006.27, 2009.
* Excludes the Common Stock held by executive officers, directors and stockholders whose ownership exceeds 5% of the Common Stock outstanding at March 24, 2006.29, 2009. 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 24, 200627, 2009
Index
     
  Page
    
     
Business  1 
  1 
 3
4
  7 
  912 
  1112 
 12
13
14
14
14
14
  16 
  16
Competition17
Patents, Trademarks and Trade Secrets19
Employees20
Available Information20
Executive Officers20
Risk Factors21
Unresolved Staff Comments3834 
Properties  3935 
Legal Proceedings  4036 
Submission of Matters to a Vote of Security Holders  4137 
     
    
     
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  4238 
Selected Financial Data  4441 
Management’s Discussion and Analysis of Financial Condition and Results of Operations  4542 
Quantitative and Qualitative DisclosureDisclosures about Market Risk  6156 
Consolidated Financial Statements and Supplementary Data  6358 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  6358 
Controls and Procedures  6358 
Other Information  6458 
     
    
     
Directors and Executive Officers of the Registrantand Corporate Governance  6559 
Executive Compensation  6559 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  6559 
Certain Relationships and Related Transactions, and Director Independence  6559 
Principal Accounting Fees and Services  6559 
     
    
     
Exhibits and Financial Statement Schedule  6660 
 EXHIBIT 21EX-10.84
 EXHIBIT 23.1EX-10.85
 EXHIBIT 31.1EX-21
 EXHIBIT 31.2EX-23.1
 EXHIBIT 32.1EX-31.1
 EXHIBIT 32.2EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

 


TRADEMARKS AND TRADE NAMES
     QUALCOMM®, QUALCOMM CDMA UniversityQCT-®, QUALCOMMMSM™, Snapdragon™, Wireless Business SolutionsÒReach & Design™, OmniTRACSgpsOne®, OmniVision™, OmniOneÒ, GlobalTRACS™, TrailerTRACSBREW®, SensorTRACSÒ, TruckMAIL™, OmniExpress®, QConnect™, T2™, EutelTRACS™, QCT-Ò, MSM™, Secure MSM™, CMX™, CSM™, MSM6250Ô, MSM6275™, MSM6280™, MSM6500Ô, MSM6550™, MSM7200™, CSM6700™, CSM6800™, Wireless Reach™, DMMX™, HMMX™, gpsOne™, SnapTrackÒ, BREWÒ, BREW SDKÒ, BINARY RUNTIME ENVIRONMENT FOR WIRELESSÒ®, MediaFLO™MediaFLO USA™, MediaFLO®, FLO™, QPoint™FLO TV™, FLASH-OFDM®, RadioRouter®, QConcert™QPoint®, Qtunes™Flarion®, Qtv™Gobi™, Q3Dimension™Plaza™, Qcamera™Plaza Mobile Internet™, Qcamcorder™Plaza Retail™, Qvideophone™, deliveryOne™, uiOne™, iMoD™,Xiam and 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 & Ventures, QUALCOMM MediaFLO Technologies, MFT, QUALCOMM Flarion Technologies, QUALCOMM Global Development,QFT, QUALCOMM Global Trading, QGT, QUALCOMM Strategic Initiatives, QSI, ELATA, Iridigm, MediaFLO USA, Trigenix,FLO TV and Spike SnapTrack are trade names of QUALCOMM Incorporated. Firethorn® is a registered trademark of Firethorn Holdings, LLC. Mirasol® is a registered trademark of QUALCOMM MEMS Technologies, Inc.
     cdmaOne®cdmaOne™ is a trademark of the CDMA Development Group, Inc. CDMA2000® is a registered trademarkservice mark and certification mark of the Telecommunications Industry Association. Globalstar™ and GlobalstarJava® areis a registered trademark and service mark respectively, of Globalstar,Sun Microsystems, Inc. RentalManWindows Mobile® is a registered trademark of Wynne Systems,Microsoft Corporation. Palm OS® is a registered trademark of Palm Inc. Linux® is a registered trademark of Linus Torvalds. Android™ and Google Chrome™ are trademarks of Google Inc. Symbian® is a trademark of Symbian Foundation Limited. Bluetooth®is a registered trademark of Bluetooth SIG, Inc. iPhone®is a registered trademark of Apple, Inc.
     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 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 24, 2006, September 25, 200527, 2009 and September 26, 200428, 2008 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 cellular 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(Time Division Multiple Access) and GSM (which is a form, of TDMA and stands forwhich Global System for Mobile Communications)Communications (GSM) is the primary commercial form, are the primary digital technologies currently used to transmit a wireless phonedevice user’s voice or data over radio waves using thea public cellular 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 all versions 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.
     There are several versionsWe also continue our leading role in the development of CDMA technology recognized worldwide as public cellular standards. The first version, known as cdmaOne, is a second generation (2G) cellular technology that was first commercially deployed in

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the mid-1990s. The other subsequent versions of CDMA are popularly referred to as third generation (3G) technologies known commonly throughout the wireless industry as:
CDMA2000, including 1X, 1xEV-DO (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
CDMA Time Division Duplex (TDD), of which there are currently two versions, Time Division Duplex CDMA (TD-CDMA) and Time Division Synchronous-CDMA (TD-SCDMA).
     CDMA2000 and WCDMA are deployed today in commercial mobile phone networks (also known as wireless networks) throughout the world. In addition to increasing voice capacity, these 3G CDMA technologies enable greater data capacity at higher data rates. In the future, a broader range of multiple airlinks will be utilized depending on the spectrum availability and applications that will be offered by each operator. These include WCDMA upgrades beyond HSUPA (called HSPA+), CDMA2000 upgrades beyond 1xEV-DO Revisions A and B (called Ultra Mobile Broadband (UMB)), an Orthogonal Frequency Division Multiplexing Access (OFDMA)/-based technologies, for which we have substantial intellectual property. Our CDMA upgrade pathlicensees’ sales of multimode third generation (3G) CDMA and OFDMA devices are covered by their existing CDMA license agreements with us. We have begun to license companies to make and sell single-mode OFDMA devices. In addition, nine companies have royalty-bearing licenses under our patent portfolio for ultra mobile broadband data rates using up to 20 MHz channelsuse in new spectrum and other OFDMA-based air-interfaces.single-mode OFDMA products.
     Our Revenues.We generate revenues by licensing portions of our intellectual property to other manufacturers of wireless products (such as wireless phones and other devices and the hardwareinfrastructure required to establish and operate a wireless network). Revenues are generated throughWe receive licensing fees and royalties on products sold by our 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:

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  CDMA-based integrated circuits (also known as chips)chips or chipsets) and Radio Frequency (RF) and Power Management (PM) chips and system software used in mobile phonesdevices (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 and track their equipment fleets;workforce;
 
  Software products and services relatedfor content enablement across a wide variety of platforms and devices for the wireless industry;
Services to BREW (Binary Runtime Environment for Wireless), a package of products that enable software developers to create applications, or programs, wireless phone operators and wireless network operators (also known as mobile operators, mobile phone service providers, wireless phone operators or wireless operators) to deliverdelivering multimedia content, to mobile phones. BREW also offers software products and services to increaseincluding live television, in the functionality and appeal of mobile phones, including uiOne for customized user interfaces for mobile phones, porting tools and technical assistance for device manufacturers, and the deliveryOne/marketOne 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; and
Software products and services that enable financial institutions and wireless operators to offer mobile commerce services.
     We sell network products based on OFDMA technology to mobile phone service providers. We also provide products and services to service providers and other customers of Globalstar, Inc., a company that operates a worldwide, low-Earth-orbit satellite-based telecommunications system. Our wholly-owned wireless multicast operator subsidiary, MediaFLO USA, Inc., expects to offer a nationwide network to deliver multimedia content to multiple wireless subscribers simultaneously. This network is expected to be utilized as a shared resource for wireless operators and their customers in the United States. We make strategic investments to promote the development of new CDMA products as well as the adoption of CDMA and other technologies by more mobile phone service providers.
Our Engineering Resources.We have significant engineering resources, including engineers with substantial expertise in CDMA and a broad range of other technologies. Using these engineering resources, we expect to continue to develop new versions and new technologies that use CDMA and other technologies, 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.We develop and supply CDMA-based integrated circuits and system software for wireless voice and data communications, multimedia functions and global 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 integrated circuits for wireless phonesdevices include the baseband Mobile Station Modem (MSM), Radio Frequency (RF)Mobile Data Modem (MDM), Qualcomm Single Chip (QSC), Qualcomm Snapdragon (QSD), RF, PM and Power Management (PM)Bluetooth devices, as well as the system software whichthat enables the other phonedevice components to interface with the integrated circuit products and is the foundation software enabling phonedevice manufacturers to develop handsets utilizing the functionality within the integrated circuits. These integrated circuits for wireless phonesdevices and system software perform voice and data communication, multimedia and global positioning functions, radio conversion between RF and baseband signals and power management. Our infrastructure equipment Cell Site Modem (CSM) integrated circuits and 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 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 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 PhoneLicensing Business.We grant licenses to use portions of our intellectual property portfolio, which includes certain patent rights essential to and/or useful in the manufacture and sale of certain wireless products, and collect license fees and royalties in partial consideration for such licenses.
Our Wireless Device Software and Related Services Business.We provide oursoftware products and services for the global wireless industry. Our BREW (Binary Runtime Environment for Wireless) productsservices enable wireless operators, device manufacturers and servicessoftware developers to support the development ofprovide over-the-air and pre-loaded wireless applications and services. We provide BREW toOur Plaza suite of products, which includes Plaza Retail and Plaza Mobile Internet, enable wireless network operators, handsetdevice manufacturers and software developers. The BREWpublishers to create and distribute mobile content across a wide variety of platforms and devices. We also offer Xiam wireless content discovery and recommendation products and services include the BREW software development kit (SDK) for developers; the BREW applications platform (i.e. software programs) and interface tools for device manufacturers; and the uiOne customized user interface product and services and the deliveryOne Content Distribution System to help wireless operators to enable the distributionimprove usage and adoption of digital content and applications to the market, while also providing the settlement of the billing and payment process. 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 maximizing system performance of the wireless phone itself. 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.services. We also provide QChat, which enables virtually instantaneous push-to-talk functionality on CDMA-based wireless devices, anda push to talk product optimized for 3G networks, as well as QPoint, which enables wireless operators to offer enhanced 911 (E-911) wireless emergency and other location-based applications and services.
     Subscriber Growth. Based on reports by Wireless Intelligence, an independent source of wireless operator data, the wireless telecommunications industry continued to grow at a rapid pace during fiscal 2006, with worldwide wireless subscribers growing by more than 24% to reach approximately 2.5 billion as of September 2006. CDMA-based subscribers, including both 2G (cdmaOne) and 3G (CDMA2000, 1xEV-DO and WCDMA), represent approximately 17% of total worldwide wireless subscribers. In September 2006, Strategy Analytics, a global research and consulting firm, forecast that there will be approximately 3 billion mobile phone users, also referred to as subscribers, by the end of calendar year 2007 and that the figure will grow to more than 3.8 billion globally by the end of 2011.
     The CDMA Development Group (CDG) is an international consortium of companies that joined together to lead the adoption and evolution of cdmaOne and CDMA2000 wireless systems around the world. The CDG reports subscriber information which includes 2G cdmaOne as well as 3G CDMA2000 1X and CDMA2000 1xEV-DO

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(collectively, CDMA2000). The CDG does not report WCDMA. According to the CDG, cdmaOne and CDMA2000 wireless networks have been commercially deployed in 76 countries around the world. As reported by the CDG, worldwide subscribers grew by 24% during the 12-month period ended June 2006, to more than 335 million, including approximately 275 million CDMA2000 1X subscribers, approximately 36 million CDMA2000 1xEV-DO subscribers and approximately 24 million cdmaOne subscribers. As of October 2006, over 1,460 different CDMA2000 devices have been introduced to the market, including over 350 1xEV-DO devices, according to public reports made available at www.cdg.org.
     As reported by the CDG, the North America market has nearly 116 million subscribers at June 2006, representing annual growth of 15%. In the Asian Pacific market, the largest and fastest-growing region for CDMA, operators added more than 26 million subscribers during the 12-month period ended June 2006, bringing the total number of cdmaOne and CDMA2000 subscribers in this region to nearly 143 million, an increase of 23% over the prior year. In January 2002, China Unicom launched its nationwide CDMA2000 network, and as of August 2006, China Unicom announced that it had approximately 35 million CDMA2000 subscribers. In Latin America and the Caribbean, the number of subscribers grew by 43% during the year ended June 2006, reaching more than 70 million cdmaOne and CDMA2000 subscribers through 47 commercial operators.
Third Generation Technologies.The primary 3G standards commonly referred to throughout the wireless industry are CDMA2000, WCDMA and TDD, which includes TD-CDMA and TD-SCDMA.
     According to Wireless Intelligence as of September 2006:
3G subscribers to wireless operators’ services grew to approximately 402 million worldwide;
There are approximately 45 million 1xEV-DO subscribers, including over 14 million in South Korea and more than 16 million in the United States;
There are approximately 85 million WCDMA subscribers, including approximately 34 million in Japan with the remainder primarily located in Western Europe.
     As reported by the CDG as of October 2006:
CDMA2000 1X has been commercially deployed by more than 170 operators worldwide;
Within the CDMA2000 family, the higher speed CDMA2000 1xEV-DO has been commercially deployed by more than 50 operators worldwide;
In the United States, there are 26 operators that have commercially deployed CDMA2000 1X and 5 operators that have commercially deployed 1xEV-DO, making CDMA2000 the first 3G technology commercially available in North America.
     CDMA2000 1xEV-DO continues to evolve with EV-DO Revision A, Revision B and future enhancements, which will allow operators to introduce Voice over Internet Protocol (VoIP), multi-megabit-per-second speeds, multimedia and broadcast capabilities in the coming years.
     The first commercial deployment of WCDMA was in Japan in October 2001. WCDMA has been deployed by more than 122 operators worldwide, as reported by the Global mobile Suppliers Association (GSA), an international organization of WCDMA and GSM (Global System for Mobile Communications) suppliers, in its September 2006 reports. The WCDMA family includes HSDPA, part of 3rd Generation Partnership Project (3GPP) Release 5, which was first deployed commercially in December 2005 in the United States using our chipsets; as well as, HSUPA, part of 3GPP Release 6, which is in trial phase. We expect other future enhancements in future revisions of the 3GPP specifications will further increase performance capacity and data speeds. We expect many WCDMA operators to eventually upgrade their networks to HSDPA. More than 65 operators have launched commercial HSDPA networks, as reported by GSA in October 2006. Another 3G technology, TD-SCDMA, is being considered for launch in China along with WCDMA and CDMA2000.
Our Asset Tracking and MessagingServices Business.We design, manufacture and sell equipment, license software and provide satelliteservices to our customers to enable them to connect wirelessly with their assets, products and workforce. We offer satellite- and terrestrial-based two-way data messagingwireless connectivity and position reportinglocation services to transportation companies, private fleets, construction equipmentand logistics fleets and other enterprise companies throughout parts of the world. These products permitto enable our customers to track the location and monitor the performance 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 permitthe workflow of their personnel.

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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 alsoMobile Banking Business.We provide a managedsingle, secure, certified application embedded on select wireless data service, QConnect,devices, which enables financial institutions and merchants to other service providers. For example, we provide the QConnect servicedeliver branded services to CardioNet, a provider of outpatient cardiac telemetry technology services, where we manageconsumers through the wireless data service connectivity between CardioNet mobile monitoring devicesdevices. Our application enables wireless operators to deliver consumer-convenient, mass-market applications to subscribers, and the CardioNet Monitoring Center.wireless device users to access and add multiple financial relationships with one password.
     Further Investments in New Products, Services and Technologies.Our FLO TV Business.We continue to invest heavily in research and development in a variety of ways, to growOur subsidiary, FLO TV Incorporated (FLO TV), formerly MediaFLO USA, Inc., offers its service over our earnings and extend the market for our products and services.
     We continue to develop and commercialize third generation CDMA-based technologies, such as CDMA2000 1X, 1xEV-DO, EV-DO Revision A, EV-DO Revision B, WCDMA, HSDPA, HSUPA and other future standards. These technologies support more efficient voice communications, broadband access to the Internet, multimedia services, 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 phones 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 regard to our 1xEV-DO technology, we have improved its value, performance and economics with 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.
     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), Universal Serial Bus (USB), Forward Link Only (FLO), Orthogonal Frequency Division Multiplexing (OFDM), Global System for Mobile Communications-Mobile Application Port (GSM-MAP), American National Standards Institute 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, PalmOS and Linux.
     We continue to developnationwide multicast network based 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 many industry bodies, including 3rd Generation Partnership Project (3GPP), 3rd Generation Partnership Project 2 (3GPP2), Institute for Electrical and Electronic Engineers (IEEE) and Open Mobile Alliance (OMA), to ensure these innovations are (1) universally implemented to support economies of scale and (2) interoperable with existing and future mobile communication services to preserve ongoing investments.
     In particular, we continue to contribute to 3GPP2 and 3GPP standards to enable the next level of mobile broadband data services. 3GPP2 standards are evolving beyond EV-DO Revision A to offer much higher broadband data rates through Revision B and Revision C. Revision B enables CDMA operators to upgrade their networks through software upgrades to support transmissions to a single handset using multiple carriers to increase the data rates (in a 5 MHz bandwidth, more than three times the data rate). Revision C will enable an OFDMA/CDMA path for delivering ultra mobile broadband data rates using up to 20 MHz channels in new and vacant spectrum. In a system using 20 MHz bandwidths on both the uplink and downlink, uplink rates are greater than 50 Mbps and downlink rates are greater than 100 Mbps with two base station antennas and two handset antennas. With the same bandwidths and with four antennas at both the base station and handset, downlink rates greater than 200 Mpbs can be obtained. The data rates will be less with lower bandwidths. 3GPP standards are also evolving beyond current HSDPA and HSUPA through Release 7 and Release 8 to offer Evolved HSPA (High Speed Packet Access) or HSPA+ technologies to enable much higher broadband data rates. In parallel, 3GPP is also introducing an OFDMA-based air-interface through its Long Term Evolution (LTE) to deliver ultra mobile broadband data rates using channel bandwidths up to 20 MHz. These standards also enable end-to-end IP transport using advanced IP Multimedia Subsystem (IMS) platform to deliver voice (VoIP), multimedia and other broadband data services cost

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effectively. Our 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 future standards.
     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 benefit from these innovations through increased numbers of subscribers, handset replacements and increased annual revenues per user.
     Wireless Local Area Networks (WLAN), such as Wi-Fi, are complementary to Wide Area Networks (WAN), such as CDMA2000 and WCDMA. They both provide affordable high-speed wireless access to the Internet. 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, 3G CDMA networks 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 standard 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) and OFDM-based FLOMediaFLO technology, to optimizewhich leverages the low cost delivery of multimedia content to multiple wireless subscribers simultaneously, otherwise known as multicasting. As part of the standardization of FLO technology, the FLO Forum (www.floforum.org) was established in fiscal 2005. To date, more than 65 companies have joined the FLO Forum, including leaders from across the mobile content distribution industry. In 2005, the Telecommunications Industry Association (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 that was based upon(FLO) air interface standard. This network is utilized as a shared resource for wireless operators and their customers in the FLO Forum’s submissions, thus standardizing the lower layersUnited States. The commercial availability of the FLO air interface.
     Our subsidiary, MediaFLO USA, Inc. (MediaFLO USA), plansTV network and service on wireless operator devices will continue, in part, to deploy and operate a nationwide multicastbe determined by our wireless operator partners. FLO TV’s network based on our MDS and FLO technology. MediaFLO USA will useuses the 700 megahertz (MHz)MHz spectrum for which we hold licenses for a nationwide footprint to deliver high-quality videonationwide. Additionally, FLO TV has and audio programming to wireless subscribers in the United States. Additionally, MediaFLO USA planswill continue to procure, aggregate and distribute content in service packages, which we will continue to make available on a wholesale basis to our wireless operator customers (whether they operate on CDMA, WCDMA or GSM/WCDMA networks)GSM) in the United States. MediaFLO USA will require minimal accessIn fiscal 2010, FLO TV expects to third generation networks (CDMA or WCDMA) operated by our wireless operator customersoffer the FLO TV service on a subscription basis directly to consumers in the United States. FLO TV plans to provide the services for activities such as subscription management. We believe that the service provided by MediaFLO USA will serveuse in personal television devices, automotive devices and other portable device accessories. These devices are expected to complement many of the wireless operators’ third generation network service offerings.be sold through various retail and distribution channels.
     Our MediaFLO USA continues to prepareTechnologies (MFT) division is developing MediaFLO technology and marketing it for the launch of its commercial service. Its San Diego Broadcast Operation Center and Network Operations Center are currently operating, while construction of the initial phase of its network is nearing completion in several major markets. In addition to Verizon Wireless, which announced its intention to launch the MediaFLO USA service in early calendar 2007, MediaFLO USA is actively engaged in discussions with multiple domestic wireless operators on how they might utilize the MediaFLO USA service.
     Outsidedeployment outside of the United States, we continue to see interest in FLO technology. In May 2006, we signed a nonbinding letter of intentStates. The market for mobile TV remains nascent with British Sky Broadcasting (BSkyB) to conduct the first technical trials of MediaFLO technology in the United Kingdom. The trial features 10 channels of BSkyB contentnumerous competing technologies and a small number of non-commercial devices provided by us. The BSkyB technical trial is the first of what we expect will be a number of FLO technology trials in Europe and other parts of the world. In Japan, we formed a joint venture with KDDI to explore the deployment of MediaFLO services, and Softbank (which acquired Vodafone KK) is setting up a new company called Mobile Media Planning Corp. to conduct a technical study of MediaFLO and plan a new service using MediaFLO technology.
     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 (including CDMA and OFDMA) and software applications under terms and conditions that are fair, reasonable and 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 fiscal 2006, we completed the acquisition of Flarion Technologies, Inc. (Flarion), a developer of OFDMA technology. Our acquisition of

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Flarion is intended to broaden our ability to effectively support operators who may prefer an OFDMA or a hybrid OFDM/CDMA/WCDMA network alternative. The addition of Flarion’s engineering resources also supplements the resources that we have already dedicated over the years towards the development of OFDM/OFDMA technologies. Flarion’s intellectual property portfolio contributed significantly to our strong OFDM/OFDMA patent portfolio.
     We plan to continue to make strategic investments in start-up companies that we believe open new markets for our technology, support the design and introduction of new products 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 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.standards.
     Giving Back.Our Display Business.At QUALCOMM, we are not only committed to being good corporate citizens, but also good neighbors inWe develop display technology for the communities we call home. We contribute collectively as a corporation, and we participate in ways that touch people’s livesfull range of consumer-targeted mobile products. Our interferometric modulator (IMOD) display technology, based on a personal level. We encourage our employeesMEMS structure combined with thin film optics and sold under the “mirasol” brand, is expected to give their timeprovide performance, power consumption and considerable talentscost benefits as compared to the community, 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.
     In addition, our Wireless Reach initiative empowers underserved communities through the use of 3G wirelesscurrent display technologies. The objective of this initiative is to strengthen economic and social development with a focus on education, governance, healthcare and public safety. Wireless Reach creates sustainable 3G projects through partnerships with non-government organizations, universities, government institutions, development agencies and other private sector companies.
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 United States-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 South 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

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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 mission, ability or authority to enforce or 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. According to forecasts made in September 2006 by Strategy Analytics,Wireless Intelligence estimates as of November 2009, the number of worldwide mobile subscribers areconnections is expected to reach approximately 34.6 billion by the end of 20072009 and to exceed 3.8almost 6.3 billion in 2011, including approximately 3.1 billion unique users, equivalent to2013 reaching a wireless penetration rate of 47%approximately 89%. 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;
lower cost of service, including flat-rate and bundled long-distance calling plans;
prepaid services, particularly popular in developing countries;
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;
increased coverage, roaming, privacy 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.
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;
prepaid services, particularly popular in developing countries;
increased coverage, roaming, privacy, reliability and 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 e-mail, multimedia, entertainment, messaging, social networking, mobile commerce and position location services. These services have been aided by the development and commercialization of 3Gthird-generation (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, mobile widgets, interactive games, music and video downloads and software download capability (e.g. our BREW, application stores platform). In June 2006,September 2009, the Yankee Group, a global market intelligence and advisory firm in the technology and telecommunications industries, estimated that more than 1.93.6 billion people will be using mobile data services by 20102013, and the revenue produced from these services will account for 23%25% 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 second-generation (2G) mobile devices to those3G mobile devices using our technologies and integrated circuits. Affordable wireless broadband

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data connectivity is important to the consumer and enterprise, and its demand will continue to drive the evolution of wireless standards.
     According to Wireless Intelligence, the use of this 2G wireless standard has spread throughout the world and is currently the basis for approximately 80% of the digital mobile communications in use. With the deployment of WCDMA, a 3G CDMA-based technology, by GSM operators, many of the current 3.6 billion GSM subscribers, as reported by Wireless Intelligence as of November 2009, are expected to upgrade to 3G wireless services in order to enjoy the added features and functionality available with 3G systems, among other things. For instance, the estimates from Wireless Intelligence as of November 2009 project that the total number of WCDMA (UMTS) subscribers will grow from 480 million at the end of 2009 to over 1.6 billion by the end of 2013.
Wireless Technologies
     The significant growth in the use of wireless devices 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. 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 the GSM standard, a telecommunication standardTDMA-based, 2G technology. In addition, there are several versions of CDMA technology that have been adopted worldwide as public cellular standards. The first version, known as Global System for Mobile Communications, commonlycdmaOne, is a 2G cellular technology that was first commercially deployed in the mid-1990s. The other subsequent versions of CDMA are popularly referred to as GSM, a TDMA-based technology. According to Wireless Intelligence, the use of this second generation wireless standard has spread throughout the world and is currently the basis for approximately 80% of the digital mobile

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communications in use. With the deployment of WCDMA, a third generation CDMA-based technology, by GSM operators, many of the current 2 billion GSM subscribers will upgrade to third generation wireless services to enjoy the added features and functionality available with 3G systems.
The Evolution of Wireless Standards
     The significant growth in the use of wireless phones 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.technologies.
     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. Sales of North American TDMA and PDC phones have been discontinued with subscribers being moved to GSM or 3G technologies. Wireless operators have shut down, or are planning to shut down, usage of these 2G systems. Similarly, analog systems have been shut down in most places.
Third Generation.As a result of demand for wireless networks that simultaneously carry both high speed data and voice traffic, the International Telecommunications Union (ITU), a standards setting organization, adopted the 3G standard known as IMT-2000, which encompasses six terrestrial operating radio interfaces, three of them based on our CDMA intellectual property. One other is OFDMA-based, for which we have substantial intellectual property, and the other two are TDMA-based. The three CDMA-based 3G technologies are known commonly throughout the wireless industry as:
CDMA2000, including 1X (including revisions A through E), 1xEV-DO (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), part of 3rd Generation Partnership Project (3GPP) Release 5, High Speed Uplink Packet Access (HSUPA), part of 3GPP Release 6, and High Speed Packet Access Plus (HSPA+), part of 3GPP Release 7, 8 and beyond; and
CDMA Time Division Duplex (TDD), of which there are currently two versions, Time Division Duplex-CDMA (TD-CDMA) and Time Division Synchronous-CDMA (TD-SCDMA).
     The three CDMA radio interfaces have recently added OFDMA components. To differentiate them from the 3G CDMA technologies, the OFDMA technologies are often called fourth generation (4G), even though they are part of the IMT-2000 standard.
     CDMA2000 and WCDMA are deployed today in wireless networks throughout the world. TD-SCDMA has been deployed in China and is also part of the 3GPP specifications. EV-DO Release B in the CDMA2000 family supports a multicarrier downlink with the peak and attainable data rates depending upon the number of carriers; Release 7 of HSPA+ supports two-antenna Multiple Input, Multiple Output (MIMO) that can double the peak data rates; and

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Release 8 of HSPA+ in the WCDMA family supports a dual-carrier downlink that can double the peak and attainable data rates, or when used in conjunction with MIMO, quadruple the peak and attainable data rates.
     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 Internetinternet protocols, higher capacity for data and faster access to data (Internet), and higher data throughput rates and easier transition to 3G networks.rates. GSM has the benefitsbenefit of more widespread roaming availability due to its wider worldwide deployment,deployment. Handset selling price was once considered an advantage of GSM, however, low-priced CDMA2000 handsets of $30 or less (wholesale sales price) are available today, further enabling wireless CDMA growth in developing regions. The price differential between low-end 3G CDMA2000 devices and GSM devices is diminishing.
     CDMA2000 (1X, 1xEV-DO, EV-DO Revision A) networks are deployed by operators in several markets that support both voice and a wide range of high-speed wireless data services. Enhancements based upon the CDAM2000 Revision E Standard, sometimes called 1x-Advanced, are being planned for CDMA2000 1X that will further increase voice capacity and data performance. Developments of 1xEV-DO Revision B are expected to increase data rates and capacities. Standardization work is proceeding on what is expected to be 1xEV-DO Revision C, sometimes called DO-Advanced. Enhancements based upon improved implementations have and will continue to be deployed in our products to increase capacity and data rates.
     GSM operators around the near term, lower priced low-end handsets.world, including those in the European Community and AT&T in the United States, have focused primarily on the UMTS 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 device and infrastructure manufacturers (more than 105) have licensed our technology for use in WCDMA products, enabling them to utilize this WCDMA mode of the 3G technology.
     A number of GSM operators deployed 2.5Gsecond and a half generation (2.5G) mobile packet data technologies, such as GPRSGeneral Packet Radio Service (GPRS) and EDGE (EnhancedEnhanced Data Rates for GSM Evolution)Global Evolution (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 expense of upgrading their GSM system to provide WCDMA service. In some regions of the world, regulatory restrictions preventhave prevented deploying WCDMA in the lower frequency bands used by GSM, thus requiring more cell sites for WCDMA to 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 transmitted performance basis.
Third Generation.As a result of demand for wireless networks that simultaneously carry both high speed data and voice traffic, several 3G wireless standards were proposedbasis. The European Union permitted IMT-2000 technologies, which include WCDMA, 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 ITU adopted the 3G standard known as IMT-2000, which encompasses five terrestrial operating radio interfaces, three of them based on our CDMA intellectual property.
     The three IMT-2000 CDMA radio interfaces are:
(1)CDMA Multicarrier (MC). This is also called MC-CDMA and CDMA2000. It includes CDMA2000 1X, 1xEV-DO (EV-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).

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(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 and 1xEV-DO. These versions use a pair of 1.25 MHz channels to 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 CDMA cell sites, enables CDMA system operators to meet the Federal Communications Commission (FCC) mandate requiring wireless operators to implement enhanced 911 (E911) wireless emergency location services and offer other commercial location-based services. In the future, updates of CDMA2000 1X and 1xEV-DO are expected to further increase performance. Other enhancements, such as multicast services, higher-resolution displays, longer battery life, push-to-talk services and Voice over Internet Protocol are becoming available to improve the user experience and operator profitability. The price differential between low-end third generation CDMA2000 handsets and GSM handsets is diminishing.
     Commercial deployment of CDMA2000 1X began in South Korea in October 2000. CDMA2000 1xEV-DO was first commercially launched in January 2002 with SKT’s high-speed mobile multimedia and broadcast service called “June,” and KTF also launched 1xEV-DO later the same year. Other prominent carriers, such as Verizon Wireless and Sprint Nextelbe deployed in the United States, KDDI in Japan, VIVO in Brazil and Telecom New Zealand, have deployed 1xEV-DO network equipment in numerous markets and are expanding coverage nationwide. CDMA2000 1xEV-DO subscribers are expected to continue to grow 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. Currently, major laptop computer companies, including Lenovo, Dell, HP, Toshiba and Panasonic, have products incorporating 1xEV-DO technology.
     The European Community and Cingular, a United States carrier, have focused primarily on the UTRA-FDD radio interface of the IMT-2000 standard, known as WCDMA, whichfrequency 900 MHz band. This 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 phone and infrastructure manufacturers (more than 70) have licensed our technology for use in WCDMA products, enabling them to utilize this WCDMA mode of the 3G technology. This includes 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 significant growth in the WCDMA subscriber base over the next five years, driven by Japan (led by NTT DoCoMo), Europe, China and the United States (led by Cingular); thus, we have allocated a significant amount of engineering, production and business resources to support this large growth opportunity.called 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. Most cdmaOne operators have deployed CDMA2000 1X and have augmented their networks with 1xEV-DO. While the WCDMA wireless air interface does use CDMA technology for communications between the wireless device and the network, the infrastructurecore network has been specifically designed to be compatible with theis an upgraded GSM core network, which is why it is expected that most GSM operators will migrate todeploy 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, ourCDMA2000. Our intellectual property rights include a valuable patent portfolio that includes patents essential to implementation of each of the 3G CDMA alternative standards and patents that are useful for commercially successful product implementations. Generally, we have licensed substantially all of our patents to our CDMA licensees. Under each of our existing license

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agreements covering multiple CDMA standards, the royalty rate paid to us for sales of 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 pays 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.
     The various revisions of the 3G CDMA specifications have significantly increased performance capacity and data speeds. It is expected that future revisions of the 3G CDMA specifications will provide further enhancements. Many wireless operators are planning to deploy technology based on OFDMA to complement their existing 3G networks to provide additional bandwidth for data communications when they have access to new and wider spectrum resources. 3GPP has specified an OFDMA system called Long Term Evolution (LTE), and the Institute of Electrical and Electronics Engineers (IEEE) has specified 802.16 (WiMax). The OFDMA technologies that have been standardized will support high data rates in up to 20 megahertz (MHz) channels. We have been actively

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pursuing research and development of OFDMA-based wireless communication technologies and have over 3,100 United States and 18,400 foreign pending patent applications and granted patents related to these technologies. We believe that each of these standards incorporates our patented technologies. We have nine companies with 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 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 other technologies, 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.
Further 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 extend the market for our products and services.
     We continue to develop and commercialize 3G CDMA-based technologies, such as CDMA2000 1X, CDMA2000 1X Revision E, 1xEV-DO, EV-DO Revision A, EV-DO Revision B, WCDMA, HSDPA (3GPP Release 5), HSUPA (3GPP Release 6) and HSPA+ (3GPP Releases 7 and 8) and are working on commercializing the OFDMA-based LTE technology.
     We also continue to develop on our own, and with our partners, innovations that are integrated into our product portfolio to further expand the market and enhance the value of our products and services. At the same time, we are active within many industry bodies, including 3GPP, 3rd Generation Partnership Project 2 (3GPP2), Next Generation Mobile Networks (NGMN), LTE SAE Trial Initiative (LSTI), Global Certification Forum (GCF) and Open Mobile Alliance (OMA), to encourage the universal implementation of these innovations to support economies of scale and interoperability of these innovations with existing and future mobile communication services to preserve ongoing investments. 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 revenue-generating broadband data services ahead of their competition. Our 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 the future standards of 3GPP and 3GPP2.
     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 has specified, as part of Release 8, an OFDMA-based air interface called LTE to deliver higher mobile broadband data rates using channel bandwidths up to 20 MHz. LTE has an FDD version and a TDD version, called TD-LTE. LTE has been accepted to be part of the IMT-2000 specification as part of the normal update process. 3GPP is currently developing Release 9 of LTE and has started working on Release 10. The LTE portion of Release 10, called LTE-Advanced, has been proposed to be part of the IMT-Advanced specifications. Several years ago, the ITU created IMT-Advanced as a follow-on process to IMT-2000 to encourage development of next generation air interfaces. Both IMT-2000 and IMT-Advanced are under the umbrella of IMT. The ITU recognizes any of the IMT technologies as being deployable in any spectrum identified by the ITU in the World Radio Conferences (WRC) for mobile communications. Multiple wireless operators, including AT&T and Verizon Wireless, have communicated their commitment to LTE as their next generation technology path.
     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.
     We also continue to develop and commercialize multimode, multiband and multinetwork products that embody technologies such as GSM, GPRS, EDGE, Bluetooth, Wi-Fi, Universal Serial Bus (USB) and FLO. These use the Global System for Mobile Communications-Mobile Application Part (GSM-MAP), American National Standards Institute 41 (ANSI-41) and Internet Protocol (IP)-based core networks, as appropriate.
     We continue to invest to provide our integrated circuit customers with chipsets that combine multiple technologies into Single Chip (SC) products, incorporating advanced modems, processors and graphics engines, as well as the tools to connect these diverse pieces of technology. We continue to support multiple mobile client software

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environments in our multimedia and convergence chipsets, such as BREW, Java, Windows Mobile, Palm OS, Linux, Android, Google Chrome and Symbian.
     We have developed our MediaFLO MDS and Orthogonal Frequency Division Multiplexing (OFDM)-based MediaFLO technology to optimize the low cost delivery of multimedia content to multiple wireless subscribers simultaneously, otherwise known as multicasting.
     We continue to develop our IMOD display technology based on a micro-electro-mechanical-systems (MEMS) structure combined with thin film optics and sold under the “mirasol” brand. Early-stage mirasol displays have been incorporated in a limited number of consumer devices. IMOD display technologies may be included in the full range of consumer-targeted mobile products and are expected to provide performance, power consumption and cost benefits as compared to current display technologies. In June 2009, we commenced operations of a dedicated mirasol display fabrication plant in Taiwan. Operation of this plant is outsourced to Cheng Uei Precision Industry Co., Ltd. (also known as Foxlink), a developer and manufacturer of communications devices, computers and consumer electronics.
     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. From time to time, we may also make acquisitions to meet certain technology needs, to obtain development resources or to pursue new business opportunities.
     We plan to continue to make strategic investments in early-stage and other 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. 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.
Operating Segments
     Consolidated revenues from international customers and licensees as a percentage of total revenues were 87%94%, 82%91% and 79%87% in fiscal 2006, 20052009, 2008 and 2004,2007, respectively. During fiscal 2006, 32%2009, 35%, 21%23% and 17%11% of our revenue wasrevenues were from customers and licensees based in South Korea, JapanChina and China,Japan, respectively, as compared to 37%35%, 21% and 11%14% during fiscal 2005,2008, respectively, and 43%31%, 18%21% and 7%17% during fiscal 2004,2007, respectively. Revenues from two customers, LG Electronics and Samsung Electronics, constituted a significant portion (each more than 10%) of consolidated revenues in fiscal 2009, 2008 and 2007.
     Risks related to our conducting business with customers and licensees outside of the United States are described in Risk Factors – “We, and our licensees, are subject to the risks of 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.”
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 circuit products and system software are used in wireless devices, particularly mobile phones, laptops, data modules, handheld wireless computers, data cards and infrastructure equipment. These products provide customers with advanced wireless technology, enhanced component integration and interoperability and reduced time-to-market. QCT markets and sells products in the United States and internationally through a sales force based in the United States, China, France, Germany, India, Japan, South Korea, Spain, 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 2006,2009, QCT shipped approximately 207317 million MSM integrated circuits for CDMA wireless devices worldwide. QCT revenues comprised 58%59%, 58%60% and 64%59% of total consolidated revenues in fiscal 2006, 20052009, 2008 and 2004,2007, respectively. Three customers, LG Electronics, Motorola Inc. and Samsung Electronics Company, constitute a significant portion of QCT’s revenues.
     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. Die cut from silicon wafers are the essential components of all of our integrated circuits and a significant portion of the total integrated circuit cost. We rely on independent third partythird-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. The majority of our integrated circuits are purchased on a turnkey basis, in which our foundry suppliers are responsible for delivering fully assembled and tested integrated circuits. We also employusing a two-stage manufacturing business model, in which we purchase completed die directly from semiconductor manufacturing foundries and directly manage and contract with third partyseparate third-party manufacturers for back-end assembly and test services. We refer to this two-stage manufacturing business model as Integrated Fabless Manufacturing (IFM). IBM, Taiwan Semiconductor Manufacturing Company, Ltd. and United Microelectronics are the primaryWe also employ a turnkey model in which our foundry suppliers are responsible for our family of basebanddelivering fully assembled and tested integrated circuits. Atmel, Freescale (formerly Motorola Semiconductor) and IBM are the primary foundry suppliers for our family of analog, radio frequency and power management integrated circuits. We continue to add foundry suppliers and have recently begun volume manufacturing with Chartered Semiconductor Manufacturing Ltd., Samsung Electronics Co., and Semiconductor Manufacturing International Corporation. 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.
     QCT’s integrated circuit products, includingIBM, Chartered Semiconductor Manufacturing Ltd., Samsung Electronics Co., Ltd., Taiwan Semiconductor Manufacturing Company, Ltd. and United Microelectronics Corporation are the MSM, RF and PM devices and system software enable phone manufacturers to design attractive, slim and feature-rich handsetsprimary foundry suppliers for cdmaOne and 3G services with longer standby and talk times. These products also 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, QCT offers integrated circuits and system software that provide wireless standards-compliant processing of voice and dataour

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signals tofamily of baseband integrated circuits. Chartered Semiconductor Manufacturing Ltd., Freescale Semiconductor, Inc., IBM, Semiconductor Manufacturing International Corporation and from wireless handsets. In addition toTaiwan Semiconductor Manufacturing Company, Ltd. are the key components inprimary foundry suppliers for our family of analog, RF and PM integrated circuits. Advanced Semiconductor Engineering Inc., Amkor Technology Inc. and STATSChipPAC Ltd. are the primary back-end semiconductor assembly and test suppliers under our IFM model.
     QCT offers a wireless system, QCT provides our customers with system reference designs and development tools to assist in customizing wireless phones 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 and 1xEV-DO, as well as the industry-wide movement to standardize, developEV-DO Revision A and deploy 1xEV-DO technology in CDMA2000 networks.
EV-DO Revision B 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 3045 device manufacturers have selected our WCDMA products that support GSM/GPRS, WCDMA, HSDPA, HSUPA and HSDPAHSPA+ for their devices. To support near-term commercial network roll-outs, we have also completed interoperability testing with global infrastructure providers representing wireless network operators worldwide using test devices based on our integrated circuit products.
     Our MSM integrated circuit products are offered on four distinct platforms (Value, Multimedia, Enhanced Multimedia and Convergence) 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 data wireless phones. The Value Platform includes our QUALCOMM Single Chip (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. The first generation of QSC products, which includes the QSC6020, QSC6030 and QSC6040, are now shipping in volume. The second generation of QSC products, the QSC6055 and QSC6065, are expected to ship samples in the first quarter of fiscal 2007. The QSC1100 product is expected to ship samples in the second half of calendar year 2007.
     The Multimedia and Enhanced Multimedia Platforms are designed to facilitate the rapid adoption of high-speed wireless data applications. Features from the Multimedia and Enhanced Multimedia Platforms include support for multi-megapixel cameras, videotelephony, streaming multimedia, audio, 3D graphics and advanced position-location capabilities. Our CDMA2000 Multimedia Platform MSM6500 and Enhanced Multimedia Platform MSM6550 integrated circuits have been widely adopted and used in numerous devices currently commercially available. WCDMA/HSDPA devices based on Multimedia Platform MSM6250 and Enhanced Multimedia Platform MSM6275 integrated circuits are also commercially available or currently in design. 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 second to enable the deployment 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. In the second quarter of fiscal 2006, we also shipped samples of the industry’s first HSUPA chipset for wireless devices, the MSM7200. In addition to supporting HSUPA networks, the MSM7200 chipset also supports Multimedia Broadcast Multicast Service (MBMS).
     The Convergence Platform enables portable business, high-fidelity entertainment, interactive 3D gaming and other advanced multimedia, connectivity and position location applications which are easily integrated to enable the convenience of wireless devices and the next generation of wireless capabilities. With a dual-core architecture, the MSM7xxx-series of Convergence Platform chipsets is also capable of supporting third party operating systems, such as Windows Mobile. In the third quarter of fiscal 2006, we announced a collaboration with Microsoft to provide integrated support for Windows Mobile on the MSM7xxx-series products.
     Our Cell Site Modem (CSM) integrated circuit products are the primary integrated circuits in a wireless operator’s CDMA2000 base station equipment. EV-DO Revision A networks based on our CSM6800 product are beginning to launch around the world. The CSM6800 provides a seamless migration path to EV-DO Revision A, which enables feature-rich wireless multimedia services such as high-speed transfer of bandwidth-intensive files

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(including high-quality pictures, video and music) and interactive 3D gaming, as well as multicasting services powered by our FLO technology. The CSM6700 product is compatible with IS-95 and EV-DO Revision A standards. We have not commercially sold a CSM integrated circuit product for WCDMA base station equipment.
     Our gpsOne position-locationposition location technology is in more than 200500 million gpsOne-enabled handsetsgpsOne enabled devices sold worldwide. Enabling a wide range of 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 call 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, theour 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 E911E-911 mandate.
     WeOur integrated circuit products span all market tiers, from entry-level solutions for emerging markets up to the very high-end device tier. Our chipsets integrate unique combinations of features — such as multi-megapixel cameras, videotelephony, streaming multimedia, audio, interactive 3D graphics, advanced position-location capabilities through integrated gpsOne technology and peripheral connectivity — to enable a wide range of devices.
     The Snapdragon platform of chipset products is designed to enable computing-centric devices that also offer a broad portfoliofull range of power management integrated circuitswireless connectivity capabilities. Leveraging the Scorpion low-power high-performance microprocessor, the Snapdragon platform expands Qualcomm’s reach beyond the traditional wireless market by targeting not only the very high-end smartphone market but also the smartbook category of consumer products.
     Multimode Gobi modules are designed to provide optimized system performance for each MSM platform. In fiscal 2006, we announced and began to ship samples of the PM7500, a power management product which supports the advanced capabilities of our Convergence Platform chipsets. Our portfolio of PM integrated circuits delivers enhanced performance, time-to-market advantages and reduced power demands ondeliver embedded mobile wireless handsets when combined with MSM integrated circuits.
     In addition to our relationship with Phillips Semiconductor, Inc. announced in fiscal 2005, we announced a relationship in fiscal 2006 with Atheros Communications, Inc. to provide support for its wireless local area network (WLAN) module on select MSM integrated circuits. These MSM integrated circuits will offer connectivity to notebook and netbook computers. Supporting numerous air interfaces, Gobi modules also feature GPS capabilities to allow notebook manufacturers to more easily offer greater connectivity with their products.
     QCT also offers chipsets for WLAN networks,and Bluetooth, complementary connectivity technologies to its core 3G products. For WLAN, QCT offers both the WCN1320 chip that delivers up to four 802.11n spatial streams for high-speed connectivity in residential settings and the WCN1312 chip for handsets and other mobile devices. QCT’s Bluetooth chips support Bluetooth connectivity for handsets and headsets.
     The market in which our QCT segment operates is intensely competitive. QCT competes worldwide with a number of United States and international designers and manufacturers of semiconductors. As a result of global expansion by foreign and domestic competitors, technological changes and the potential for further industry consolidation, we anticipate the market to remain very competitive. We believe that the principal competitive factors for our products may include 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. We also compete in both single- and dual-mode environments against alternative wireless communications technologies including, but not limited to, GSM/GPRS/EDGE, TDMA and WiMAX.
     QCT’s current competitors include, but are not limited to, major companies such as Freescale, Infineon, Marvell, Mediatek, ST-Ericsson, Texas Instruments and VIA Telecom, as well as to existing wireless networks,major telecommunication equipment companies such as Ericsson, Matsushita and will feature compatibility with 802.11b and 802.11g protocols on both CDMA2000 and WCDMA networks.
     In fiscal 2006, we also announced the introductionMotorola, who design at least some of the Universal Broadcast Modem integrated circuit, which supports our FLO technology, as well as Digital Video Broadcasting-Handheld (DVB-H) and one-segment Integrated Services Digital Broadcasting-Terrestrial (ISDB-T), creating a common platform that handset manufacturers can leverage to address multiple standards. The Universal Broadcast Modem product will interface withtheir 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 Enhanced Multimedia and Convergence Platforms for both CDMA2000 and WCDMA networks, and we expect to ship samples in the second quarter of fiscal 2007.wireless telecommunications market or 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 certain wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD (including TD-SCDMA), GSM/GPRS/EDGE and/or OFDMA (including WiMax) standards and their derivatives. QTL receives revenue 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 wholesale selling price of licensed products, net of certain permissible

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deductions (e.g., certain shipping costs, packing costs, VAT, etc.). Revenues generated from royalties are subject to quarterly and annual fluctuations. QTL revenues comprised 35%, 32%33% and 27%31% of total consolidated revenues in fiscal 2006, 20052009, 2008 and 2004,2007, respectively.
     As part of our strategy to expand the marketplace and 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 our essential CDMA patents available to competitors of our QCT segment. We have entered into agreements with certain companies, including but not limited to Broadcom, 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 and/or rights that allow us to use these companies’ CDMA and, in some cases, certain 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-, WCDMA- and OFDMA-based cellular devices into which such suppliers’ integrated circuits are incorporated require separate licensing arrangements with us in order to use our patented technologies.
     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 considering the use of 3G WCDMA 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. According to Global mobile Suppliers Association, in its October 2009 reports, 42 operators have committed to deploy LTE networks, an OFDMA-based technology. We have invested in both the acquisition and the development of OFDMA technology and intellectual property. We expect that upon the deployment of OFDMA-based networks, the products implementing such technologies will be multimode and will also implement CDMA-based technologies. The licenses granted under our existing CDMA license agreements generally cover multimode CDMA/OFDMA devices, and our licensees are obligated to pay royalties under their agreements for such devices. Further, nine companies have royalty-bearing licenses under our patent portfolio for use in single-mode OFDMA products (i.e., products that implement OFDMA-based standards but do not implement any CDMA-based standards).
QUALCOMMQualcomm Wireless & Internet Segment (QWI).
QWI revenues comprised 9%6%, 11%7% and 12%9% of total consolidated revenues in fiscal 2006, 20052009, 2008 and 2004,2007, respectively. The threefour divisions aggregated into QWI are:
     QUALCOMMQualcomm Internet Services (QIS).The QIS division provides technologyoffers a set of software products and content enablement services to support and accelerate the growth of the wireless data market. The BREW (Binary Runtime Environment for Wireless) products and services facilitate the delivery of data services. BREW customers can benefit from several offerings which include: uiOne for rich, integrated user experiences with fast access to services on mobile phones; deliveryOne for differentiated and integrated, operator-managed support and delivery of advanced wireless data content and services; and marketOne for a quick-to-market, hosted, scalable content delivery service that includes media titles, flexible management and monetization, content provider settlement and business intelligence services. QIS offers this comprehensive set of BREW offerings to 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.

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     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 1xEV-DO high-speed data networks. Numerous other operators have since commercially launched BREW services including Alltel, Midwest Cellular, Sprint Nextel, US Cellularare offered by more than 60 wireless operators in 27 countries, reaching a base of more than 200 million devices. In addition, QIS announced the Plaza suite of products in 2009 to enable wireless operators, device manufacturers and Verizon Wireless in the United States, KDDI in Japan, Telefonica in Colombia, VIVO in Brazil, Reliancepublishers to create rich, mobile content across a wide variety of platforms and Tata in India,devices. Plaza Mobile Internet is an end-to-end widget platform that offers wireless operators and China Unicom in China.
     In October 2006, we announced an agreement with Sprintpublishers a framework for the continued development, support and usemanagement of our QChatInternet-based content on a variety of handsets. In July 2009, QIS announced América Móvil as the first customer for Plaza Mobile Internet. América Móvil will offer this service across its 18 subsidiaries in Latin America, reaching more than 190 million wireless subscribers. Plaza Retail enables application retailers (typically operators) to create and manage a mobile shopping experience across multiple platforms, devices and networks. We also offer Xiam wireless content discovery and recommendation products to help wireless operators improve usage and adoption of digital content and services by presenting relevant and targeted offers to customers across all digital channels. QIS offers this personalization technology as a standalone product, a next-generation push-to-talk technology designed to deliver advanced walkie-talkie services optimized for EV-DO Revision A wireless networks, as well as interoperability withintegrating the Nextel National Network which uses Integrated Dispatch Enhance Network (iDen) technology.technology as part of its core product offerings (BREW and Plaza) to help wireless operators spur wireless data growth. Our QChat product enables one-to-one (private) and one-to-many (group) push-to-talk 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. QChat uses Voice over Internet Protocol (VoIP) technologies, thereby sending voice

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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. Our QPoint product enables wireless operators to offer enhanced 911 (E-911) wireless emergency and other location-based applications and services.
     QUALCOMM Wireless Business Solutions (QWBS).The QWBSQIS division develops and sells business-to-business products and services to 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. We have numerous current and emerging competitors for each of our products and services whose relative degree of success in the markets they serve may adversely impact our margins and market share. Competing offerings to the BREW and Plaza Retail products include device manufacturer-branded vertical application storefronts, such as Apple’s App Store for the iPhone platform, operator-focused application retailing and content distribution solutions and direct-to-consumer mobile content storefronts. Additionally, specialized software and service providers may offer key components of a complete mobile content retailing product to operators or device manufacturers seeking to build their own branded offerings internally. Competing offerings to our Plaza Mobile Internet product include both operator-targeted mobile widget distribution and management platforms, as well as direct-to-consumer mobile widget marketplaces that may be offered by specialized providers or certain mobile device manufacturers. Our Xiam content discovery and recommendations product faces competition from a small number of wireless operator-focused product providers and from emerging Web-based content recommendations engines. Additionally, some larger software providers and device manufacturers may attempt to build competing recommendations solutions internally. Our QChat product competes with numerous push-to-talk services including iDEN, which is used principally in the United States and Latin America. The push-to-talk services market is nascent outside of the United States with several competing standards- and non-standards-based technologies.
Qualcomm Enterprise Services (QES). The QES division provides satelliteequipment, software and services to enable companies to wirelessly connect with their assets and workforce. QES offers satellite- and terrestrial-based two-way data messagingwireless connectivity and position reportinglocation services to transportation companies, private fleets, construction equipmentand logistics fleets and other enterprise companies. QWBS wirelessly enables businessescompanies that permit customers to assist in trackingtrack the location and managingmonitor performance of their assets, communicate with their personnel and collect data. The QES division markets and sells products through backend platformsa sales force, partnerships and services which provide information to the businesses and their employees on a real-time basis. The satellite-based OmniTRACS mobile communications system was first introduceddistributors based in the United States, in 1988.Europe, Latin America, Asia and Canada. Through September 2006,2009, we have shipped approximately 609,000 satellite-based mobile communications systems (OmniTRACS, OmniVision, EutelTRACS1,344,000 satellite- and TruckMAIL) and approximately 125,000 terrestrial-based mobile communications systems (OmniExpress, T2 Untethered TrailerTRACS and GlobalTRACS), which currently operate in 40 countries. Message transmissioninformation units. Wireless transmissions and position tracking for the OmniTRACS, OmniVision 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 and GlobalTRACSterrestrial-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 sales of network products and construction equipment fleets improve the utilization of assetsterminals, and increase efficiencyinformation and safety by improving communications between drivers, machineslocation-based service and dispatchers. System features include status updates, load and pick-up reports, position reports at regular intervals, and vehicle and driving performance information.license fees.
     In the United States and Mexico, we manufacture OmniTRACS, EutelTRACS, 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, OmniVision, TruckMAIL and OmniExpress systems for use by for-hire and 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 and Data Center in San Diego, California, with a fully-redundant backup Network Management and Data Center located in Las Vegas, Nevada.
     In fiscal 2006, we announced the availabilityExisting competitors of our integration ofQES division offering alternatives to our GlobalTRACS equipmentproducts 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 satellite- and terrestrial-based mobile fleet management system with the next generation of the RentalMan product, a third party enterprise resource planning application. The enhanced application further integrates telematics data from the GlobalTRACS platform with RentalMan’s improved business information capabilities. Further integration of GlobalTRACS data into the RentalMan application means that users can more easily access and use information about equipment hours, operational history, location, maintenanceasset tracking products and administrative data provided by GlobalTRACS. Other new or enhanced functionalities of the application include the capacity to help rental companies capture off-rent revenue, provide more accurate and timely overtime billings and help validate rain day, holiday and downtime credits. The Data Visor business intelligence platform and the Critical Event Reporting service were also announced. The Data Visor business intelligence platform, initially designed for use with our SensorTRACS/400 services, improves fuel and driver management through pinpointing excess idling and identifying important business trends. The Critical Event Reporting service provides an automatic, accurate critical incident record, initiated by either an automatic or manual trigger helping truckload carriers and private fleets improve driver performance and operational efficiency, and help effectively manage liability exposure.

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     In addition to the United States, the OmniTRACS system is currently operating throughoutservices. 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 (OEMs) 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 provides development, hardware and analytical expertise involving wireless communications technologies to United States government (USG) agencies involving wireless communications technologies. We have developed, producedagencies. QGOV adapts, integrates and shipped second generationships CDMA2000 1X and EV-DO deployable base stations to the USG. QGOV also ships 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 2006, QGOV adapted, integrated and shipped CDMA2000 1X deployable base stationsencryption to the USG. Additionally, OmniTRACS products and services are being used for USG worldwide applications and were sold to the USG during fiscal 2006. 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).QSI manages our strategic investment activities, including FLO TV Incorporated, our wholly-owned wireless multimedia operator subsidiary. As part of our strategic investment activities, we intend to pursue various exit strategies at some point in the future, which may include distribution of our ownership interest in FLO TV to our stockholders in a spin-off transaction.
     Strategic Investments.We make strategic investments to promote the worldwide adoption of CDMA-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-stage and other companies both directly and, from time to time, through venture funds to support the adoption of CDMA and the use of the wireless Internet.
     FLO TV.Our MediaFLO USAFLO TV subsidiary plans to deploy and operateoperates a nationwide multicast network in the United States based on our MDS and MediaFLO technology. FLO technology. MediaFLO USA will useTV uses 700 MHz spectrum for which we hold licenses for a nationwide footprint to deliver high-quality video and audio programming to wireless subscribers. Additionally, MediaFLO USA plans to procure, aggregateFLO TV procures, aggregates and distributedistributes 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. The commercial availability of the MediaFLO network and service will be determined by our wireless operator partners.
     MediaFLO USA continues to prepare for the launch of its commercial service. Its San Diego basedFLO TV’s Broadcast Operations Center and Network Operations Center are currently operating, while constructionbased in San Diego, California.
     FLO TV continues to expand the availability of its commercial service. The commercial availability of the initial phase of itsFLO TV network is nearing completionand service will continue, in several major markets.part, to be determined by our wireless operator partners. Verizon Wireless began offering the FLO TV service during fiscal 2007, and AT&T began offering the service in fiscal 2008. In addition, to Verizon Wireless, which announced its intention to launch the MediaFLO USA service during early calendar 2007, MediaFLO USAFLO TV is actively engaged in discussions with multipleother domestic wireless operators, onconsumer electronics and entertainment companies about how they might utilize the MediaFLO USAFLO TV service. FLO TV is currently available in 85 markets, including the 40 largest markets in the United States. In fiscal 2010, FLO TV expects to offer the FLO TV service on a subscription basis directly to consumers in the United States. FLO TV plans to provide the service for use in personal television devices, automotive devices and other portable device accessories. These devices are expected to be sold through various retail and distribution channels.
     We are developing our MediaFLO MDS and FLO technology to enable MediaFLO USAFLO TV and potentially 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 will beare 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 USA or QSI.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, WCDMA or WCDMA. The MDS is not air interface specificGSM networks.
     We face indirect competition to our FLO TV products and thus can be utilized by CDMA2000, WCDMAservices from wireless delivery of streaming and FLO technologydownloadable video content via wireless operators, alike. FLO is a multicast air interface technology specifically designed for markets where dedicated spectrum is availableOEMs and where regulations permit high-power transmission, thereby reducing the numberother providers 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 withinmobile video content, as well as from internet video content accessed through 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.
     As part of our strategic investment activities, we may consider various corporate structuring and 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.

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Other Businessesweb browser.
     QUALCOMMOther Businesses.
Qualcomm MEMS Technologies (QMT).QMT is developing display technology for the full range of consumer-targeted mobile products. QMT’s interferometric modularIMOD display (iMoD) technology, based on a micro-electro-mechanical-systems (MEMS)MEMS structure combined with thin film optics and sold under the “mirasol” brand, 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.
     QUALCOMMQualcomm Flarion Technologies (QFT).QFT is the developer and provider of FLASH-OFDM,fast low-latency access with seamless handoff-OFDM (FLASH-OFDM), the wireless industry’s first and only fully mobile OFDMOFDMA offering. We acquired Flarion Technologies, Inc. in January 2006 to expand our already extensive portfolio of OFDMA intellectual property and enhance our research and development organization with expertise in OFDMA technology and products. FLASH-OFDM is an air interface technology designed for the delivery of advanced Internetinternet services in the mobile environment. The technology is based on the OFDM airlink, a wireless access method that combines the attributes of its two predecessors, TDMA and CDMA, to address the unique demands posed by mobile users of broadband data and packetized voice applications. Through FLASH-OFDM, QFT has 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 will supportsupports both broadband data and packetized voice applications. QFT’s considerable

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QUALCOMM Wireless Systems (QWS).QWS sells
expertise with OFDMA technology is now focused on the development of femtocell chipset products and providesthe creation of next generation air interface technologies.
MediaFLO Technologies (MFT).MFT is developing our MediaFLO technology and marketing it for deployment outside of the United States. Global market awareness of MediaFLO technology has been increasing through a number of successful trials in the United Kingdom, Taiwan, Hong Kong and Malaysia. In addition, we are currently conducting two technology trials in Japan. MediaFLO technology has been officially recognized by the Ministry of Internal Affairs and Communications as one of the candidate technologies for multimedia broadcasting services under commercial agreementsfor mobile terminals in Japan.
     In addition, we are pursuing numerous other international opportunities to Globalstar, Inc. (Globalstar)market and its service providersdeploy MediaFLO technology worldwide. The FLO air interface is an open, globally-recognized technology standardized by the Telecommunications Industry Association and other customers. Globalstar operates a worldwide, low-Earth-orbit satellite-based telecommunications system. We received ownership interests in 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 Globalstar as partial considerationthe European Telecommunications Standards Institute. It is also recommended by the International Telecommunication Union’s Radiocommunication Sector for the salebroadcasting of mobile phones. At September 24, 2006, we held an approximate 6.6% interest in Globalstar in our QSI segment.multimedia and data applications.
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 2006, 20052009, 2008 and 20042007 totaled approximately $1.5$2.4 billion, $1.0$2.3 billion and $720 million,$1.8 billion, respectively. Research and development expenditures in fiscal 2006, 2005 and 2004 were primarily related to the development of 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, 1xEV-DO, EV-DO Revision A, EV-DO Revision B, 1x Advanced, WCDMA, (including GSM/GPRS/EDGE), HSDPA, HSUPA, HSPA+ and OFDMA,LTE. Research and development expenditures were also incurred related to the development of our FLOMediaFLO technology, MediaFLO MDS, and iMoDmirasol display products using MEMS technology.technology, BREW products and mobile commerce applications.
     We have research and development centers in various locations throughout the world that support our global development activities and ongoing efforts to advance CDMA, OFDMA 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 China, Germany, India, Italy, Japan, South Korea, Taiwan 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.

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     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 agreements 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.
     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 advertising and 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 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 Technology Center in China is a 36,000 square foot facility in Beijing in an area popularly known as “China’s Silicon Valley.” The center provides consultation, training, support and equipment testing services primarily to manufacturers and mobile operators in China, as well as supporting research and development of 3G and future broadband wireless standards based on CDMA and OFDMA. The center houses the QUALCOMM CDMA University, which offers classroom and hands-on training programs on CDMA2000 and WCDMA. The center also offers an 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, UMTS/HSDPA multimode solutions, 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 telecommunicationswireless industry throughout the world continues to increase at a rapid pace as consumers, 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;
greater name recognition;
access to larger customer bases; and
greater sales and marketing, manufacturing, distribution, technical and other resources than we have.
longer operating histories and market presence;
greater name recognition;
motivation by our customers in certain circumstances to find alternate suppliers or choose alternate technologies;
access to larger customer bases;
economies of scale and cost structure advantages;

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greater sales and marketing, manufacturing, distribution, technical and other resources; and
government support of other technologies (e.g., GSM).
     TheseOur wireless telecommunications competitors may have more established relationships and greater technical, marketing, sales and distribution capabilities and greater access to channels, including in markets not currently deploying wireless communications technology or marketsregions 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.us. 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 marketplace for products based on 3G standards, OFDMA-based technologies or other wireless technologies. Although we intend to continuously

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continue 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 a larger CDMA wireless market, global expansion by foreign and domestic competitors and technological changes, we anticipate that additional competitors will enter this market. We believe that the principal competitive factors for CDMA integrated circuit providerscontinues 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.
     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 the GSM/GPRS/EDGE digital wireless telecommunications technologies. GSM has been extensively utilized in Europe, much of Asia other than Japan and South 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, 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 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, 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 the development of our own OFDMA technology and intellectual property and have acquired Flarion, a major developer and patent holder of OFDMA technology.

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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 and QConnect 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 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 products by piecing together both internal and external components. Emergence of these and other new competitors may adversely impact our margins and market share.intensify.
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. WeIn the United States, we have filed approximately 5,100 United States11,600 granted patents and pending patent applications, of which approximately 1,9003,600 patents have been issued.granted. The vast majority of such patents and patent applications relate to digital wireless communications technologies, including patents that are essential or useful formay be relevant to CDMA2000, UMTS,WCDMA (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. We have filed approximately 25,80054,100 foreign granted patents and pending patent applications, of which approximately 7,40018,500 patents have been issued, withgranted, that have 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 the standards bodies that we may hold essential intellectual property rights for certain standards that are based on OFDMA technology e.g.(e.g., 802.16e, 802.16m and 802.20.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 175 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 license or other rights to use our patents.
     As part of our strategy to generate licensing revenues and support worldwide adoption of our CDMA technology, we license to other companies the rights to design, manufacture and sell products utilizing certain portions of our CDMA intellectual property. Our current publicly announced CDMA licensees are listed on our Internet site (www.qualcomm.com).
     In all cases, we have licensed or otherwise provided rights to use 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 cellular devices and cell site infrastructure equipment. Our strategy to broadly make available our licensed technologies 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 or otherwise providing rights to 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).

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     Under our license agreements, licensees are generally required to pay us a license fee as well as ongoing royalties based on a percentage of the wholesale selling price, net of certain permissible deductions (e.g., certain shipping costs, packing costs, VAT, etc.), of subscriber and infrastructure and test equipment.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 license agreements generally provide us rights to use certain of our licensees’ technology and intellectual property rights to manufacture and sell certain products e.g. application specific integrated circuits (ASICs)(e.g., Application-Specific Integrated Circuits) 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
Corporate Responsibility
     At Qualcomm, we realize we have a significant role to share in a percentage of the royalty revenues thatplay as we receive from third parties for their sale of certain CDMA products. Our sharing obligation under one of these arrangements expired in fiscal 2005,strive to better both our local and the other sharing obligation expired in fiscal 2006.global communities through ethical business practices, socially empowering technology applications, educational and environmental programs and employee diversity and volunteerism.
     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 announced CDMA licensees are listed on our Internet website (www.qualcomm.com).
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.

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Diversity.We strongly believe in fostering an inclusive work environment globally and are committed to advancing opportunities for all employees 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 underserved communities globally. By working with partners, Wireless Reach projects create new ways for people to communicate, learn, access health care, sustain the environment and reach global markets.
Employees
     As of September 24, 2006,27, 2009, we employed approximately 11,20016,100 full-time, part-time and temporary employees. During fiscal 2006,2009, the number of employees increased by approximately 300 from acquisitions and 1,600700 primarily fromdue to increases in engineering resources.
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.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 100 F Street, N.E., Washington, DCD.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-202-551-8090.(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 24, 200627, 2009) are as follows:
     Irwin MarkPaul E. Jacobs, age 72, one of the founders of the Company,46, has served as Chairman of the Board of Directors since it began operations in July 1985. He also served as Chief Executive Officer of the Company from July 1985 to June 2005. Dr. Jacobs received a B.S. degree in Electrical Engineering from Cornell University and 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 43, has servedMarch 2009, 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 (QWI) Group from July 2001 to June 2005. In addition, he served as an Executive Vice President from

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February 2000 to June 2005. Dr. Jacobs is also a director of A123 Systems, Inc., a lithium-ion battery developer and manufacturer company. 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, Chairmana director of our Board of Directors, and the brother of Jeffrey A. Jacobs, President of QUALCOMM Global Development.Company.
     Steven R. Altman, age 45,48, 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 QUALCOMMQualcomm Technology Licensing (QTL) from September 1995 to April 2005. Mr. Altman currently serves on the boardHe is also a director of Amylin Pharmaceuticals, Inc. He receivedMr. Altman holds a B.S. degree in Political Science and Administration from Northern Arizona University and a J.D. from the University of San Diego.
     SanjayDerek K. Jha,Aberle, age 43, has served as Group President, QUALCOMM CDMA Technologies (QCT) since February 2004 and as an Executive Vice President since December 2003. He was appointed President of QCT in January 2003. He served as Senior Vice President and General Manager of QUALCOMM Technologies & Ventures from March 2002 to January 2003 and as a Senior Vice President, Engineering from July 1998 to March 2002. Dr. Jha holds a Ph.D. in Electronic and Electrical Engineering from Strathclyde University, Scotland and a B.S. degree in Engineering from the University of Liverpool, England.
     William E. Keitel, age 53, 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 and a B.A. degree in Business Administration from the University of Wisconsin.
     Roberto Padovani, age 52,39, has served as an Executive Vice President and as our Chief Technology OfficerPresident of QTL since January 2002. He previouslySeptember 2008. From October 2006 to September 2008, he served as a Senior Vice President from July 1996 to July 2001 and as ExecutiveGeneral 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 from July 2001 to January 2002and General Manager of our Corporate Research and Development. Dr. Padovani receivedQTL. Mr. Aberle holds a LaureateB.A. degree in Business Economics from the University of Padova, ItalyCalifornia, Santa Barbara and M.S. and Ph.D. degreesa J.D. from the University of Massachusetts, Amherst, all in Electrical and Computer Engineering.San Diego.

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     Marvin Blecker,Andrew M. Gilbert, age 59,46, has served as an Executive Vice President and President of QUALCOMM Technology Licensing (QTL)Qualcomm Internet Services (QIS) and Qualcomm Europe since April 2005. From November 2001 to April 2005, heMay 2009. He served as General Manager of QTL, as well as Senioran Executive Vice President of that division from October 1995 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).
     Jeffrey A. Jacobs, age 40, has served as President of QUALCOMM Global Development sinceQIS, MediaFLO Technologies (MFT) and Qualcomm Europe from January 2008 to May 2001.2009. He served as Senior Vice President and President of Business DevelopmentQualcomm Europe from June 1999November 2006 to January 2008 and as President of Qualcomm Europe from February 2006 to November 2006. Mr. Gilbert joined Qualcomm in January 2006 as Vice President of Qualcomm Europe. Prior to joining Qualcomm, he served as Vice President and General Manager of Flarion Technologies’ European, Middle Eastern and African regions from May 2001. 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.2002 to January 2006.
     Margaret “Peggy” L. Johnson, age 44,47, has served as Executive Vice President of the Americas and India since January 2008 and as an Executive Vice President since December 2006. She served as President of QUALCOMM Internet Services (QIS) since July 2001MFT from December 2005 to January 2008 and as President of QUALCOMM MediaFLO Technologies since December 2005.QIS from July 2001 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,William E. Keitel, age 51,56, has served as an Executive Vice President since December 2003 and as Chief Financial Officer since February 2002. He previously served as a Senior Vice President and as our General Counsel since September 2000.Corporate Controller from May 1999 to February 2002. Mr. Lupin receivedKeitel holds a B.A. degree in Business Administration from Swarthmore Collegethe University of Wisconsin and an M.B.A. from Arizona State University.
     Len J. Lauer, age 52, has served as Chief Operating Officer and as an Executive Vice President since August 2008 and has responsibility for QWI, FLO TV, MFT, Qualcomm MEMS Technologies (QMT), Corporate Engineering, Corporate Marketing and Global Business Development. 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 is also a director of H&R Block, Inc. Mr. Lauer holds a B.S. degree in Managerial Economics from the University of California, San Diego.
     James P. Lederer, age 49, has served as Executive Vice President and General Manager of Qualcomm CDMA Technologies (QCT) since May 2009. He served as Executive Vice President, QCT Business Planning and Finance from May 2008 to May 2009, 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 40, 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 as 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.

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     Roberto Padovani, age 55, has served as Executive Vice President and 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 in Corporate Research and Development. Dr. Padovani holds 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.
     Donald J. Rosenberg, age 58, 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 in Mathematics from the State University of New York at Stony Brook and a J.D. from Stanford Law School.St. John’s University School of Law.
     Daniel L. Sullivan, age 55,58, 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 47, has served as Executive Vice President of Asia Pacific, Middle East and Africa since January 2008. He joined Qualcomm as a Senior Vice President in February 2001. Mr. Wang also served as Chairman, Qualcomm 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.
Item 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.
Risks Related to Our Businesses
If CDMA and CDMA-related 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 acquisition of Flarion, we expect 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 OFDM/OFDMA 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, our business and financial results could suffer. If GSM wireless operators do not select CDMA for their networks or updateupgrade their current networks to any CDMA-based third generationthird-generation (3G) technology, our business and financial results could suffer since we generally have not previously generated significant revenues from sales of single-mode GSM product sales,products. In addition to CDMA technology, we continue to invest in developing, patenting and therecommercializing OFDMA technology, which has not yet been widely adopted and commercially deployed, and our MediaFLO technology, which was commercially deployed in the United States in fiscal 2007. If OFDMA is no assurance that our OFDM/OFDMA patent portfolio will be as valuable as our CDMA portfolio not widely adopted and commercially deployed and/or that our OFDMA chipset business will be as successful as our CDMA chipset business. Further, if OFDMAMediaFLO technology is not more widely adopted by consumers in the United States or commercially deployed internationally, our investments in OFDMA and deployed commercially, our investment in Flarion and OFDMA technologyMediaFLO technologies may not provide us an adequate return on our investment.
     To increase our revenues in future periods, we are dependent upon the commercial deployment of 3G wireless communications equipment, products and services based on our CDMA technology. Although wireless network operators have commercially deployed CDMA2000 and WCDMA, we cannot predict the timing or success of further commercial deployments or expansions of CDMA2000, WCDMA or other CDMA systems. If existing deployments are not commercially successful or do not continue to grow their subscriber base, or if new commercial deployments of CDMA2000, WCDMA or other CDMA-based systems are delayed or unsuccessful, our business and financial

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results may be harmed. In addition, our business could be harmed if wireless network operators deploy competing 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 operators have started testing OFDMA technology, but there can be no assurance that OFDMA will be adopted or deployed commercially or that we will be successful in developing and marketing OFDMA products. Although the acquisition of Flarion brings us an additional and very strong portfolio of issued and pending patents related to OFDMA technology, and, prior to the acquisition, we had hundreds of issued or pending patents relating to applications of GPRS, EDGE, OFDM, OFDMA and multi in, multi out (MIMO), there can be no assurance that our patent portfolio in these areas would be as valuable as our CDMA portfolio. Sprint Nextel has indicated that it is planning to deploy WiMax (an OFDMA based technology) in its 2.5 Ghz spectrum, also known as the Broadband Radio Services band. Other operators are investigating deployment of WiMax. Although we believe that our patented technology is essential and useful to implementation of the WiMax standard, there is no assurance that we will achieve the same royalty revenue on such WiMax deployments as on CDMA or other technology deployments or that we will achieve the same chipset market shares within a WiMax network.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 operatinggross margins on products or services based on our technologies than on products using alternative technologies due toas a result of greater competition in the relevant market or other factors. If CDMA-based wireless operators, phonewireless device and/or infrastructure manufacturers exit thecease providing CDMA-based markets,products and/or services, the deployment of CDMA technology could be negatively affected, and our business could suffer.
We are dependent on the commercial deployment and upgrades of 3G wireless communications equipment, products and services to increase our revenues, and our business may be harmed if wireless network operators delay or are unsuccessful in the commercial deployment or upgrade of 3G technology or if they deploy other technologies.

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     To increase our revenues in future periods, we are dependent upon the commercial deployment and upgrades of 3G wireless communications equipment, products and services based on our CDMA technology. Although wireless network operators have commercially deployed CDMA2000 and WCDMA, we cannot predict the timing or success of further commercial deployments or expansions or upgrades of CDMA2000, WCDMA or other CDMA systems. If existing deployments are not commercially successful or do not continue to grow their subscriber base, or if new commercial deployments of CDMA2000, WCDMA or other CDMA-based systems are delayed or unsuccessful, our business and financial results may be harmed. In addition, our business could be harmed if wireless network operators deploy other technologies or switch existing networks from CDMA to GSM without upgrading to WCDMA or if wireless network operators introduce new technologies. A limited number of wireless operators have started testing OFDMA technology, but the timing and extent of OFDMA deployments is uncertain, and we might not be successful in developing and marketing OFDMA products.
Our threepatent portfolio may not be as successful in generating licensing income with respect to other technologies as it has been for CDMA-based technologies.
     Although we own a very strong portfolio of issued and pending patents related to GSM, GPRS, EDGE, OFDM, OFDMA and/or Multiple Input, Multiple Output (MIMO) technologies, our patent portfolio licensing program in these areas is less established and might not be as successful in generating licensing income as our CDMA portfolio licensing program. Many wireless operators are investigating or have selected LTE (or to a lesser extent WiMAX) as next-generation technologies for deployment in existing or future spectrum bands as complementary to their existing CDMA-based networks. Although we believe that our patented technology is essential and useful to implementation of the LTE and WiMAX standards and have granted royalty-bearing licenses to nine companies to make and sell products implementing those standards (including Nokia and two other major handset OEMs), we might not achieve the same royalty revenues on such LTE or WiMAX deployments as on CDMA-based deployments, and we might not achieve the same level of success in selling LTE or WiMAX products as we have in CDMA-based products.
Our earnings are subject to substantial quarterly and annual fluctuations and to market downturns.
     Our revenues and earnings have fluctuated significantly in the past and may fluctuate significantly in the future. General economic or other conditions have caused a downturn in the market for our products or technology. Despite the recent improvements in market conditions, a future downturn in the market for our products or technology could adversely affect our operating results and increase the risk of substantial quarterly and annual fluctuations in our earnings. Any prolonged credit crisis may result in the insolvency of key suppliers resulting in product delays; delays in reporting and/or payments from our licensees; the inability of our customers to obtain credit to finance purchases of our products; customer/licensee insolvencies that impact our customers’/licensees’ ability to pay us and/or cause our customers to change delivery schedules, cancel committed purchase orders or reduce purchase order commitment projections; uncertainty in global economies, which could impact demand for CDMA-based products in various regions; counterparty failures negatively impacting our treasury operations; and the inability to utilize federal and/or state capital loss carryovers.
     Volatility in financial markets has impacted, and could continue to impact, the value and performance of our marketable securities. Net investment income could vary 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 and other investments, changes in 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.
     Our future operating results may 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; disputes with our customers and licensees; 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.

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Global economic conditions that impact the wireless communications industry could negatively affect our revenues and operating results.
     Despite the recent improvements in market conditions, a future decline in global economic conditions could have adverse, wide-ranging effects on demand 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 for wireless device products or on wireless device inventories at CDMA-based equipment manufacturers and wireless operators. Inflation and/or deflation and economic recessions that adversely affect the global economy and capital markets also adversely affect our customers and our end consumers. For example, our customers’ ability to purchase or pay for our products and services, obtain financing and upgrade wireless networks could be adversely affected, leading to cancellation or delay of orders for our products. Also, our end consumers’ standards of living could be lowered, and their ability to purchase wireless devices based on our technology could be diminished. Inflation could also increase our costs of 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 2009, 69% of our revenues were from customers and licensees based in South Korea, China and Japan as compared to 70% and 69% during fiscal 2008 and 2007, 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 could materially harm our business. In addition, the continued threat of terrorism and heightened security and military action in response to this threat, or any future acts of war or terrorism, may cause disruptions to the global economy and to the wireless communications industry and create uncertainties. Should such negative events occur, subsequent economic recovery might not benefit us in the near term. If it does not, our ability to increase or maintain our revenues and operating results may be impaired. In addition, because we intend to continue to make significant investments in research and development and to maintain extensive ongoing customer service and support capability, any decline in the rate of growth of our revenues will have a significant adverse impact on our operating results.
Our four largest customers accounted for 39%, 39% and 40%49% of consolidated revenues in fiscal 2006, 20052009, 42% in fiscal 2008 and 2004, respectively.34% in fiscal 2007. 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.Three customers, LG Electronics, Motorola Inc. and Samsung Electronics Company, constitute a significant portion of QCT’s revenues such that theThe loss of any one of theseour 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 harm our ability to achieve or sustain acceptableexpected levels of operating results. We derive a significant portion of our QCT segment revenues from four 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 our customers and the network operators;
the financial and operational success of our customers;
the success of our customers’ products that incorporate our products;
changes 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;
general economic conditions;
changes in governmental regulations in countries where we or our customers currently operate or plan to operate; and
widespread illness.
the product requirements of our customers and the network operators;
the level of component integration and interoperability required by operators;
the financial and operational success of our customers;
the success of our customers’ products that incorporate our products;
changes 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 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;

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the extent to which certain customers successfully develop and produce CDMA-based integrated circuits and system software to meet their own needs or source such products from other suppliers;
general economic conditions; and
changes in governmental regulations in countries where we or our customers currently operate or plan to operate.
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 135175 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-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. We have a license agreement with Nokia Corp., which in part expires on April 9, 2007. While the parties have been in discussions to conclude an extension or a new license agreement beyond that time period, there is no certainty as to when we will be able to conclude an agreement or the terms of any such agreement. There is also a possibility that the parties will not be able to conclude a new or extended agreement by April 2007. In that event after April 9, 2007, unless and until the existing agreement is extended or a new agreement is concluded, Nokia’s right to sell subscriber products under most of our patents (including many that we have declared as essential to the CDMA, WCDMA and other standards) and therefore Nokia’s obligation to pay royalties to us will both cease under the terms of the current agreement, and our rights to sell integrated circuits under Nokia’s patents will likewise cease under the terms of the current agreement. Please refer to our discussion below under the subheadings entitled “The enforcement and protection of our intellectual property rights may be expensive and could divert our valuable resources” and “Claims by other companies that we infringe their intellectual property, that patents on which we rely are invalid, or that our business practices are in some way unlawful, could adversely affect our business” and note that any company that makes or sells products without a license under the applicable patents of another company would be exposed to patent infringement litigation by such other company. The patent holder, whether we or another company, would generally be entitled to seek all available legal remedies including an injunction against making and selling products infringing such patent without a license and damages for past unlicensed sales in the form of lost profits or a reasonable royalty (which damages may be trebled for willful infringement).
     Although our patents apply to multiple technologies, such as GPRS, EDGE, OFDM, OFDMA (including WiMax) and MIMO, there can be no assurance that our patent portfolio will generate licensing income or be as valuable in generating licensing income with respect to other technologies, as compared to CDMA-based technologies.
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.
     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 135 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

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to develop, manufacture and/or sell products that use CDMA technologies will require a patent license from us. Notwithstanding the strength of this intellectual property position, we have a policy of, and have succeeded in, licensing our technology to all 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. 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 operators, we have helped 3G CDMA evolve, grow, and reduce handset pricing all at a faster pace than the second generation technologies that preceded it (e.g. GSM).
     Having failed in their efforts to challenge the strength of our intellectual property position and, in most cases, despite contracts with us that were freely and fairly negotiated and contain fair and reasonable royalty provisions, aA small number of companies have now 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, of some variety, (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 KoreanKorea Fair Trade Commission (KFTC) and the Japan Fair Trade Commission (JFTC) during June 2006, (iv) collective action, including working with carriers, standards bodies, other like-minded technology companies and (iv)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.
     We were notified by the Competition Directorate A number of these strategies are purportedly based on interpretations of the ECpolicies of certain standards development organizations concerning the licensing of patents that sixare or may be essential to industry standards and our alleged failure to abide by these policies. There is a risk that relevant courts or governmental agencies will interpret those policies in a manner adverse to our interests.
     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 submittedcooperated with the EC in its investigation. On October 1, 2007, the EC announced that it had initiated a response.proceeding. To date, the EC has not announced whether it would issue a Statement of Objections or whether it has 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, and on April 26, 2009, we entered into an agreement with Broadcom in which Broadcom agreed to withdraw its complaint as part of the settlement of disputes between the parties; however, although Nokia and

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Broadcom have each withdrawn their complaints, 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 decides to formally investigate these accusations and determines liability as to any of the alleged violations, it could impose fines and/or require us to modify our practices. Further, such anthe 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 also understand that twoTwo U.S. companies (Texas Instruments and Broadcom) and two South Korean companies (Nextreaming Corp. and THINmultimediaThin Multimedia, Inc.) have filed complaints with the KFTC alleging that certain of our business practices violate South Korean Fair Trade Commissionanti-trust regulations. On February 17, 2009, the KFTC issued a Case Examiner’s report setting forth allegations with respect to the lawfulness of certain business practices related to our integration of multimedia solutions into our chipsets, rebates and discounts provided to our chipset customers and of certain licensing practices. As a result of its agreement with us, in May 2009 Broadcom withdrew its complaint to the KFTC. Hearings before the KFTC commenced on May 27, 2009, and on July 23, 2009, the KFTC announced its ruling in the case, although the written decision has not yet been issued. The KFTC announced that it found us to be in violation of South Korean law by offering certain discounts and rebates for purchases of our CDMA chips and that it would levy a fine of at least 260 billion Korean won, as well as order us to cease the practices at issue. We intend to appeal the written decision once issued. As a result of this announcement, we recorded a $230 million charge during fiscal 2009. We do not anticipate that the cease and desist remedies ordered will have a material effect on our operations. In July 2009, the KFTC also announced that it would continue its review of our integration of multimedia functions into our chipsets, but it has not announced any decisions in that regard. The JFTC has also received unspecified complaints alleging that our business practices are, in some way, a violation of South Korean anti-trust regulations. WhileJapanese law. We have not received the complaints but we have submitted certain requested information and documents to the JFTC regarding the non-assert, cross-licensing and royalty provisions in our license agreements and BREW agreements. On September 29, 2009, the JFTC issued a Cease and Desist Order (CDO) concluding that our Japanese licensees were forced to cross-license patents to us on a royalty-free basis and were forced to accept a provision under which they agreed not seento assert their essential patents against our other licensees who made a similar commitment in their license agreements with us. The CDO seeks to require us to modify our existing license agreements with Japanese companies to eliminate these complaints,provisions while preserving the license of our patents to those companies. We disagree with the conclusions that we forced our Japanese licensees to agree to any provision in the parties’ agreements and that those provisions violate Japan’s Anti-Monopoly Act. We intend to invoke our right under Japanese law to an administrative hearing before the JFTC, request that the JFTC suspend the CDO pending a decision following the hearing, and seek a stay of the CDO from the Japanese courts should the JFTC deny our request to suspend the CDO. Rejection of our requests to suspend or stay the CDO or an adverse final determination following administrative and judicial (if necessary) review of the CDO could have a significant negative impact on our business, including our revenues and/or earnings. We believe that none of our business practices violate the legal requirements of South Korean competition law or Japanese competition law. However, any resultingcontinuation of the KFTC’s investigation in South Koreaand administrative and judicial review of the KFTC’s written decision and the JFTC’s CDO could be expensive and time consuming to address, divert management attention from our business and harm our reputation. An adverse final determination on
     Although we believe that these charges could have a significant negative impact on our revenues and/or earnings.
     Given our substantial investment in technology innovation, the demonstrable benefits provided bychallenges are without merit, and we will continue to vigorously defend our intellectual property and long-standing license agreements with more than 135 licensees including many of the world’s foremost wireless equipment manufacturers, we believe thatcontract rights and our royalty rates are reasonable andright to continue to receive a fair to the companies that benefit fromreturn for our intellectual property and provide significant incentives for others to invest in CDMA applications, as evidenced by the significant growth in the CDMA portion of the wireless industry, the integration of new features and functionality into CDMA wireless products, and the rapid reduction in the price of low-end CDMA handsets over recent years. Whileinnovations, 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 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. A recent ruling in New Jersey Federal district court granted our motion to dismiss unfounded claims by Broadcom that our business practices have been in violation of anti-trust law in the United States. These business practices are essentially the same as cited in the EC complaints. The court ruled that, assuming all the facts stated by Broadcom are correct (which we believe is not the case), we have not violated any anti-trust laws. This ruling is very important and favorable. Broadcom has appealed it. Regrettably, wesignificant. We assume, as should investors, that such challenges of this nature 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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     Although there can be no guarantees as to the ultimate outcome of these challenges, we intend to expend appropriate resources to educate governmental authorities, elected officials, courts of law, our licensees, wireless service operators and the general public as to the true nature of these disputes. We believe that when such information is fairly evaluated by such parties, these challenges by the complainants to the EC will be seen for what they truly are, an attempt to avoid paying the agreed upon and fair compensation for the use of our significant intellectual property portfolio, and to extend their domination of the second generation wireless handset market into the third generation.
The enforcement and protection of our intellectual property rights may be expensive and could divert our valuable resources.
     We rely primarily on patent, copyright, trademark and trade secret laws, as well as nondisclosure and confidentiality agreements and other methods, to protect our proprietary information, technologies and processes, including our patent portfolio. Policing unauthorized use of our products and technologies is difficult and time consuming. We cannot be certain that the steps we have taken will prevent the misappropriation or unauthorized use of our proprietary information and technologies, particularly in foreign countries where the laws may not protect our proprietary intellectual property rights as fully or as readily as United States laws. We cannot be certain that the laws and policies of any country, including the United States, or the practices of any of the international standards bodies, foreign or

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domestic, with respect to intellectual property enforcement or licensing, issuance of wireless licenses or the adoption of standards, will not be changed in a way detrimental to our licensing program or to the sale or use of our products or technology. Within the United States Congress, committee work has been initiated to draft a “patent reform law.” The end product of such work could be new patent legislation detrimental to our licensing program or to the sale or use of our products or technology. Any action we take to influence such potential changes could absorb significant management time and attention, which, in turn, could negatively impact our operating results.
     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. LitigationWe may be requiredneed 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 proprietary rightsability to enforce one or more patents or incur substantial unexpected operating costs. Any action we take to enforce our intellectual property rights could be costly and could absorb significant management time and attention, which, in turn, could negatively impact our operating results. In addition, failure to protect our trademark rights could impair our brand identity.
Claims by other companies that we infringe their intellectual property or that patents on which we rely are invalid or that our business practices are in some way unlawful, could adversely affect our business.
     From time to time, companies have asserted, and may again assert, patent, copyright and other intellectual proprietaryproperty rights against our products or products using our technologies or other technologies used in our industry. These claims have resulted (see Item 3. Legal Proceedings) and may again result in our involvement in litigation. We may not prevail in such litigation given the complex technical issues and inherent uncertainties in intellectual property litigation. If any of our products were found to infringe on another 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 or otherwise distribute our products through a licensed supplier, we could be prohibited from making and selling such products.
     We expect that we will continue to be involved in litigation and may have to appear in front of administrative bodies (such as the U.S. International Trade Commission) to defend against patent assertions against our products by companies, some of whom are attempting to gain competitive advantage or negotiating leverage in licensing negotiations. We may not be successful and, if we are not, the range of possible outcomes includes everything from a royalty payment to an injunction on the sale of certain of our chipsets (and on the sale of our customers’ devices using our chipsets) and the imposition of royalty payments that might make purchases of our chipsets less economical for our customers. A negative outcome in any such litigation could severely disrupt the business of our chipset customers and their wireless customers, which in turn could hurt our relationships with our chipset customers and wireless operators and could result in a decline in our share of worldwide chipset sales and/or a reduction in our licensees’ sales to wireless operators, causing a corresponding decline in our chipset and/or licensing revenues.
In addition, as the number of competitors or other patent holders in ourthe market increases and the functionality of our products is enhancedexpands to include additional technologies and overlaps with the products of other companies,features, we may become subject to claims of infringement or misappropriation of the intellectual property rights of others. Any claims, with or withoutregardless of their merit, could be time consuming to address, result in costly litigation, divert the efforts of our technical and management personnel or cause product release or shipment delays, any of which could have a material adverse effect upon our operating results. In any potential dispute involving other companies’ patents or other intellectual property, our licenseeschipset suppliers and customers could also become the targets of litigation. AnyWe are contingently liable under certain product sales, services, license and other agreements to indemnify certain customers against certain types of liability and/or damages arising from qualifying claims of patent infringement by products or services sold or provided by us. Reimbursements under indemnification arrangements could have a material adverse effect on our results of operations. Furthermore, any such litigation could severely disrupt the supply of our products and the business of our licensees,chipset customers and their wireless operator customers, which in turn could hurt our relationsrelationships with our licenseeschipset customers and causewireless operators and could result in a decline in our revenueschipset sales and/or a reduction in our licensees’ sales to decrease.wireless operators, causing a corresponding decline in our chipset and/or licensing revenues.
     A number of other companies have claimed to own patents essential to various CDMA standards, GSM standards and OFDMA standards or implementations of OFDM and OFDMA systems. If we or other product manufacturers are required to

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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, GSM, OFDMA or multimode products and technologies, demand for our licensees’ products and our profitability.
     Our currently pending or future patent applications for iMoD may not result in issued patents. In addition, our issued iMoD patents may not contain claims sufficiently broad to protect us against third parties with similar technologies or products or from third parties infringing our patents or misappropriating our trade secrets or provide us with any competitive advantage.
Other companies or entities also have, and may again, commence actions seeking to establish the invalidity of our patents. In the event that one or more of our patents are challenged, a court may invalidate the patentpatent(s) or determine that the patentpatent(s) is not enforceable, which could harm our competitive position. If any of our key patents are

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invalidated, or if the scope of the claims in any of these patents is limited by court decision, we could be prevented from licensing the invalidated or limited portion of such patents. Such adverse decisions could negatively impact our revenues. Even if such a patent challenge is not successful, it could be expensive and time consuming to address, divert management attention from our business and harm our reputation.
Successful attemptsOur 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 added features which drive replacement 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;
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 prices 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 as evidenced by the recent success of smartphones and other feature rich, data capable devices, there is no guarantee that such mitigation will continue to occur. We anticipate that additional competitors will enter our markets as a result of growth opportunities in wireless telecommunications, the trend toward global expansion by foreign and domestic competitors, technological and public policy changes and relatively low barriers to entry in selected segments of the industry.
     Companies that promote non-CDMA technologies (e.g., GSM, WiMAX) and companies that design competing CDMA-based integrated circuits are generally included amongst our competitors or potential competitors in the United States or abroad. Examples (some of whom are strategic partners of ours in other areas) include Broadcom, Freescale, Fujitsu, Icera, Infineon, Intel, Mediatek, NEC, nVidia, Renesas, ST-Ericsson (a joint venture between Ericsson Mobile Platforms and ST-NXP Wireless), Texas Instruments and VIA Telecom. With respect to our QES business, our competitors are aggressively pricing products and services and are offering new value-added products and services, which may impact margins, intensify competition in current and new markets and harm our ability to compete in certain markets.
     Many of these current and potential competitors have advantages over us, including:
longer operating histories and 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; and
government support of other technologies.
     As a result of these and other factors, our competitors may be more successful than us. In addition, we anticipate new competitors, including companies not previously engaged in manufacturing telecommunications chipsets, to

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begin offering and selling products based on 3G standards, LTE and WiMAX. These competitors may have more established relationships and distribution channels in markets not currently deploying CDMA-based wireless communications technology. These competitors also may have established or may establish financial or strategic relationships among themselves or with our existing or potential customers, resellers or other third parties. These relationships may affect our customers’ decisions to purchase products or license technology from us or to use alternative technologies. Accordingly, new competitors or alliances among competitors could emerge and rapidly acquire significant market share of sales to our detriment. In addition to the foregoing, we have seen, and believe we will continue to see, an increase in customers requesting that we develop products, including chipsets, that will operate in an “open source” environment, which offers practical accessibility to a portion of 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.
     We continue to believe our FLO TV service offering provides compelling advantages to consumers. However, we face indirect competition to our FLO TV products and services from wireless delivery of streaming and downloadable video content via wireless operators, OEMs and other providers of mobile video content, as well as from internet video content accessed through the mobile web browser.
     While we continue to believe our QMT Division’s interferometric modulator (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 $389 million in assets (including $128 million in goodwill) at September 27, 2009. 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.
Attempts by certain companies, if successful, to amend or modify Standards Development Organizations’ (SDO’s)(SDOs) and other industry forums’ intellectual property policies could impact our licensing business.
     Our technologies, such as CDMA and OFDMA, are generally proposed and incorporated into standards adopted by SDO’s throughout the world (e.g. European Telecommunications Standards Institute (ETSI), Telecommunications Industry Association, Telecommunications Technology Association, IEEE, etc.). These SDO’s have policies with respect to intellectual property contributed by their member companies, which generally require member companies to commit to license their patents essential to the practice of the adopted standard on terms and conditions that are fair, reasonable and free from unfair discrimination (FRAND). We, as a member of these SDO’s and a significant contributor to a number of adopted standards, have made a number of FRAND commitments. Some companies have proposed significant new SDOchanges 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 itsall of the member companies to be applied to the selling price of any product implementing the adoptedrelevant standard. They have further proposed that thesuch maximum aggregate royalty rate be apportioned to each member company with essential patents based upon the sizenumber of its essential patent portfolio. Recently, NGMN Ltd., anpatents held by such company. 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 standards development group organized by several wireless operators, has invited other companiesparticipants to join them in the industry to participate within NGMN Ltd. subject to IP restrictions substantially similar to these proposals. It is quite early in the process of discussing and evaluating these proposals but we expect that, once all parties analyze and understand the full impact of these proposals, they will come to understand thatadopting such proposals are not in the best interests of the industry and would have serious undesirable consequences. For example, these proposals, if adopted, would discourage research and development investment, invention and innovation, incentivize bulk filings of marginal patents, and encourage lobbying for introduction of needless features into standards. Further, they would discriminate against companies that develop new technology and enable other companies to manufacture and use products incorporating those new technologies in favor of such manufacturers and users. We are participating in the process and expect to channel it into useful improvements of the existing processes.policies. Although the ETSI ad hocEuropean Telecommunications Standards Institute (ETSI) IPR Special Committee and the Next Generation Mobile Network industry group hashave thus far determined that such proposals should not be adopted as amendments to existing ETSI policies there can beor new policies, and no assurance thatother companies have joined these seven companies, such proposals as described above will notmight be revisited within ETSI and might be adopted by other SDO’sSDOs or industry groups, such as the recently formed NGMN Ltd.,formal and/or informal, resulting in a potential disadvantage to our business model either by artificially limiting our return on investment with respect to new technologies or forcing us to work outside of the SDO’sSDOs or such other industry groups for promoting our new technologies.
We depend upon a limited number of third partythird-party suppliers to manufacture and test component parts, subassemblies and finished goods for our products. If these third partythird-party suppliers do not allocate adequate manufacturing and test capacity in their facilities to manufactureproduce products on our behalf, or if there are any disruptions in the operations, of, or the loss, of any of these third parties, it could harm our ability to meet our delivery obligations to our customers, reduce our revenue,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 available manufacturing capacity and our ability to obtain timely

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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

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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.
relationships. Our operations may also be harmed by lengthy or recurring disruptions at any of our supplierssuppliers’ manufacturing facilities and 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. TheseAny 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 sourcesole-source supplier, we may not be able to resourceobtain the product without significant cost and delay. The loss of a significant third partythird-party supplier or the inability of a third partythird-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.A supplier’s ability to meet our product manufacturing demand is limited mainly by their overall capacity and current capacity availability. Although we have entered into long-term contracts with our suppliers, most of these contracts do not provide for long-term capacity commitments.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 the past and may experience it in the future. During fiscal 2004 and the first quarter of fiscal 2005, we experienced supply constraints which resulted inand our inability to meet certain customer demand. While we were able to alleviate these supply constraints and improve the supply and delivery of integrated circuits by working with our existing suppliers to increase available manufacturing capacity, and by increasing and extending our firm orders to our suppliers, thereThere 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 contracts.capacity commitments. Our reliance on solesole- or limited-source vendorssuppliers 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 partythird-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 we 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 iMoDIMOD displays in commercial volumes. All of our current relationships have been for the development and limited production of certain iMoDIMOD 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.
We are expanding our manufacturing modelFLO TV Business.FLO TV depends on a limited number of third-party suppliers to purchase completed die from semiconductor manufacturing foundries and to contract directly with third party manufacturers for assemblymanufacture and test services. This new production model may increase costscomponent parts, subassemblies and lower our control over the manufacturing process.
     To further enable flexibility of supply and access to potential new foundry suppliers, and in response to the complexity of our product roadmap, starting in fiscal 2005, we expanded our manufacturing model to include purchasing completed die directly from semiconductor manufacturing foundries. Under our IFM model, we directly manage and contract with third party manufacturersfinished goods for back-end assembly and test services, and we ship the completed integrated circuitsproducts related to our customers. We expect to increase the volume of our purchases of completed die directly from our foundry suppliers under our IFM model and to continue to purchase the majority of our requirements for integrated circuit products on a turnkey basis. We have a limited history of working with these third party suppliers under this expanded manufacturing model, and their services and volume of activity may not bedirect-to-consumer FLO TV service

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completely reliable during the initial stages. We cannot guarantee that this change willoffering. If these third-party suppliers do not causeallocate adequate manufacturing and test capacity in their facilities to produce products on our behalf, or if there are any disruptions in ourthe operations, that could harmor the loss, of any of these third parties, our ability to meet our delivery obligations to our customers or increasecould be harmed, which could negatively impact our costoperating results. Lack of sales.devices could also delay subscriber adoption of our FLO TV service.
Our suppliers may also be our competitors, putting us at a disadvantage for pricing and capacity allocation.
     One or more of our suppliers may obtain licenses from us to manufacture CDMA-based integrated circuits that compete with our products. In this event, the supplier could elect to allocate raw materials and manufacturing capacity to their own products and reduce deliveries to us to our detriment. In addition, we may not receive reasonable pricing, manufacturing or delivery terms. We cannot guarantee that the actions of our suppliers will not cause disruptions in our operations that could harm our ability to meet our delivery obligations to our customers or increase our cost of sales.
We, and our licensees, are subject to the risks of conducting business outside the United States.
     A significant part of our strategy involves our continued pursuit of growth opportunities in a number of international markets.market locations. We market, sell and service our products internationally. We have established sales offices around the world. We expect to continue to expand our international sales operations and enter new international markets.to sell products in additional countries and locations. This expansion will require significant management attention and financial resources to successfully develop direct and indirect international sales and support channels, and we cannot assure you that we will be successful or that our expenditures in this effort will not exceed the amount of any resulting revenues. If we are not able to maintain or increase international market demand for our products and technologies, we may not be able to maintain a desired rate of growth in our business.
     Our international customers sell their products to markets throughout the world, including China, India, Japan, South Korea, North America, South America and Europe. We distinguish revenues from external customers by geographic areas based on customer location.the location to which our products, software or services are delivered and, for QTL’s licensing and royalty revenue, the invoiced address of our licensees. Consolidated revenues from international customers as a percentage of total revenues were 87%, 82%greater than 90% in both fiscal 2009 and 79%2008 and were 87% in fiscal 2006, 2005 and 2004, 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.
2007. 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;
legal or regulatory limitations on the spectrum available for the deployment of CDMA-based technologies;
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;
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;
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;
adoption of mandatory licensing provisions by foreign jurisdictions (either with controlled/regulated royalties or royalty free);
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.

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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.     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. 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. During fiscal 2006, 70% of our revenues were from customers and licensees based in South Korea, Japan and China, as compared to 69% during fiscal 2005 and 68% during fiscal 2004. These customers sell their products to markets worldwide, including 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.
     The wireless markets in Brazil, China and India, among others, represent growth opportunities for us. If wireless operators in Brazil, China or India, or the governments of Brazil, 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 phonewireless device sales to their customers. Increases in phonedevice prices that negatively impact phonedevice sales can result from changes in regulatory policies related to phonedevice subsidies. Limitations or changes in policy on phonedevice 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,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:
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.
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.
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.
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, they may limit the U.S. dollar value of royalties from licensees’ sales that are denominated in foreign currencies, and they expose us to counterparty risk if the counterparty fails to perform.
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.

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Certain of our revenues, such as royalty revenues, are derived from licensee or customer sales that are denominated in foreign currencies. If these revenues are not subject to foreign exchange hedging transactions, weakening of currency values in selected regions could adversely affect our 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.
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.
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 have acquiredacquire businesses, enteredenter into joint ventures or other strategic transactions and madepurchase 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 or loans to 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. We cannot provide assurance that ourOur acquisitions or strategic investments (either those we currently have completed or may undertake in the future) willmay not generate financial returns or that they will 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 may be required 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 will dependdepends in part upon our ability to integrate the acquired businesses in an efficient and effective manner. The integration of two 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 two 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.
retaining key employees;
maintaining 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 the 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.
     We will continue to evaluate potential future transactions that we believe may enhance stockholder value. These potential future transactions may include a variety of different business arrangements, including acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and equity or debt investments. Although our goal is to maximize stockholder value, such transactions may impair stockholder value or otherwise adversely affect our business and the trading price of our stock. Any such transaction may require us to

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incur non-recurring or other charges and/or to consolidate or record our equity in losses and may pose significant integration challenges and/or management and business disruptions, any of which could harm our operating results and business.
Defects or errors in our products and services or in products made by our suppliers could harm our relations with our customers and expose us to liability. Similar problems related to the products of our customers or licensees could harm our business. If we experience product liability claims or recalls, we may incur significant expenses and experience decreased demand for our products.
     Our products are inherently complex and may contain defects and errors that are detected only when the products are in use. Further, becauseFor example, as our chipset product complexities increase, we are required to migrate to integrated circuit technologies with smaller geometric feature sizes. The design process interface issues are more complex as we enter into these new domains of technology, which adds risk to yields and reliability. Because our products and services are responsible for critical functions in our customers’ products and/or networks, such defects or errors could have a serious impact on our customers, which could damage our reputation, harm our customer relationships and expose us to liability. Defects or impurities in our components, materials or software or those used by our customers or licensees, equipment failures or other difficulties could adversely affect our ability, and that of our customers and licensees, to ship products on a timely basis as well as customer or licensee demand for our products. Any such shipment delays or declines in demand could reduce our revenues and harm our ability to achieve or sustain desired levels of profitability. We and our customers or licensees may also experience component or software failures or defects that could require significant product recalls, reworksrework and/or repairs whichthat are not covered by warranty reserves

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and which could consume a substantial portion of the capacity of our third partythird-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.
     As our product complexities increase, we are required to migrate to integrated circuit technologies with smaller geometric feature sizes such as 90nm, 65nm, etc. The design process interface issues are more complex as we enter into these new domains of technology, which adds risks on yieldTesting, manufacturing, marketing and reliability. In addition, the timely readinessuse of our foundry suppliers to support such technology changes could impactproducts and those of our ability to meet customer demand, revenue,licensees and cost expectations. The timing of acceptance of the smaller technology designs by our customers may subject us toentail the risk of excess inventoriesproduct liability. The use of earlier designs.
Global economic conditionswireless 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 impact the wireless communications industry could negatively affect our revenues and operating results.
     Global economic conditions can have wide-ranging effects on marketsinsurance coverage will be sufficient to protect us against losses due to product liability claims, or that we serve, particularly wireless communications equipment manufacturers and wireless network operators. We cannot predict negative events,will be able to continue to maintain such as war, that may have adverse effects oninsurance 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 economy or on phone inventories at CDMA-based equipment manufacturers and operators. The continued threatcommercialization 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,those of our licensees 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 expensescustomers and harm our business in other ways. 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 andfuture operating results may be impaired.results. In addition, because we intend to continue to make significant investments in researcha product liability claim or recall, whether against our licensees, customers or us could harm our reputation and development and to maintain extensive ongoing customer service and support capability, any decline in the rate of growth of our revenues will have a significant adverse impact on our operating results.
Our 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 pricesproducts.
FLO TV does not fully control promotional activities necessary to stimulate demand for our licensees’ products and our products, negatively affecting our revenues and operating results.services that are offered through the wireless operator channel.
     Our FLO TV business is a wholesale provider of a mobile entertainment and information service to our wireless operator partners. We currently face significant competition in our markets and expect that competition will continue. Competition indo not set the telecommunications market is affected by various factors, including:
comprehensiveness of products and technologies;
value added features which drive replacement rates;

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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;
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 sellingretail 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, thereservice when it is no guarantee that such mitigation will occur. We anticipate that additional competitors will enter our markets as a result of growth opportunities in wireless telecommunications, the trend toward global expansion by foreign and domestic competitors, technological and public policy changes and relatively low barriers to entry in selected segmentsprovided wholesale, nor do we directly control all of the industry.
     Companies thatmarketing 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 non-CDMA technologies (e.g. GSMour service to their end users. If our wireless operator partners do not effectively price, market and WiMax) and companies that design competing CDMA-based integrated circuits are included amongst our competitors. Examples of such competitors (some of whom are strategic partners of ours in other areas) include Agere, Broadcom, EoNex Technologies, Ericsson, Freescale, Fujitsu, Intel, NEC, Nokia, Samsung, Texas Instruments and VIA Telecom. With respectotherwise promote the service offered through the wireless operator channel to our QWBS 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 harmtheir subscriber base, our ability to competeachieve the subscriber and revenue targets contemplated in certain markets.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 FLO TV and Firethorn businesses, respectively.
     ManyConsumer acceptance of these currentour FLO TV and potential competitors have advantages over us, including:
longer operating histories and presence in key markets;
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; and
greater sales and marketing, manufacturing, distribution, technical and other resources than we have.
     As a result of theseFirethorn service offerings are, and other factors, our competitors may be more successful than us. In addition, we anticipate additional competitors will enter the market for 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. Accordingly, new competitors or alliances among competitors could emerge and rapidly acquire significant market share to our detriment.
     While we continue to believe our iMoD displays will offer compelling advantages to the display market, 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. The flat panel display market is currently, and we believe will likely 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 some time, dominatednetwork quality and coverage, customer care, content or security. Obtaining content for our FLO TV business that is appealing to subscribers on economically feasible terms may be limited by displays based on liquid crystal display (LCD) technology. Numerous companies are making substantial investments in,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 placing us at a competitive disadvantage, which could adversely affect our operating results. Additionally, adoption and conducting research to improve characteristicsdeployment of LCDs. Additionally, severalour MediaFLO technology could be adversely impacted by government regulatory practices that support a single standard other flat panel display technologies have been, or are being, developed, including technologies for the production of

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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 intechnology, wireless operator selection of competing technologies might cause display manufacturers to avoid entering into commercial relationships withor consumer preferences. If MediaFLO technology is not more widely adopted by consumers in the United States or commercially deployed internationally, our investment in MediaFLO technology may not provide us or not renew planned or existing relationships with us.an adequate return.
Our business and operating results will be harmed if we are unable to manage growth in our business.
     Certain of our businesses have experienced periods of rapid growth and/or increased their international activities, placing significant demands on our managerial, operational and financial resources. In order to manage growth and geographic expansion, we must continue to improve and develop our management, operational and financial systems and controls, including quality control and delivery and service capabilities. We also need to continue to expand, train and manage our employee base. We must carefully manage research and development capabilities and production and inventory levels to meet product demand, new product introductions and product and technology transitions. We cannot assure you that we will be able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers and licensees.
     In addition, inaccuracies in our demand forecasts, or failure of the systems used to develop the forecasts, could quickly result in either insufficient or excessive inventories and disproportionate overhead expenses. If we

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ineffectively manage our growth or are unsuccessful in recruiting and retaining personnel, our business and operating results will be harmed.
Our operating results are subject to substantial quarterly and annual fluctuations and to market downturns.
     Our revenues, earnings and other operating results have fluctuated significantly in the past and may fluctuate significantly in the future. General economic or other conditions causing a downturn in the market for our products or technology, and in turn affecting the timing of customer orders or causing cancellations or rescheduling of orders, could also adversely affect our operating results. Moreover, our customers may change delivery schedules, cancel or reduce orders without incurring significant penalties and generally are not subject to minimum purchase requirements.
     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; 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 and/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 could be brought against us and/or the market price of our common stock could decline.
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:
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;
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;

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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;
government regulations, including share-based compensation accounting and tax regulations;
energy blackouts;
acts of terrorism and war;
inflation and deflation;
widespread illness;
proprietary rights or product or patent litigation against us or against our customers or licensees;
strategic transactions, such as acquisitions and divestitures; or
rumors or allegations regarding our financial disclosures or practices.
court or regulatory body decisions or settlements regarding intellectual property licensing and patent litigation and arbitration;
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 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.
     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 assumptions used for share-based compensation and the related valuation models used to determine such expense.
Our industry is subject to rapid technological change, and we must make substantial investments in new products, services 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

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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 investment in Flarion and OFDMA technology may not provide us an adequate return on our investment. We also continue to invest in the development of our Plaza and BREW applications development platform, our MediaFLO MDS, MediaFLO technology and FLO technologyTV service offering and our iMoDIMOD display technology. AllCertain of these new products, services 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 successfully commercialize our iMoD technology.

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     The market for our products andIMOD technology is characterized by many factors, including:successfully.
 rapid technological advancesThe market for our wireless products, services and evolving industry standards;
changes in customer requirements;
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.technologies is characterized by many factors, including:
rapid technological advances and evolving industry standards;
changes in customer requirements and consumer expectations and preferences;
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, technologyservices, technologies 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, meet consumer expectations, price our products and services 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,technologies, and products and technologytechnologies 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 technologytechnologies in commercial quantities, demand for our products and our customers’ and licensees’ products that use our technologytechnologies could decrease, and our competitive position could be damaged.
Changes in financial accounting standards relatedassumptions used to estimate the values of share-based payments are expected to continue tocompensation have a significant effect on our reported results.
     On September 26, 2005, we adopted the revised statement of Financial Accounting Standards No. FAS 123 (FAS 123R), “Share-Based Payment,” which requires that weWe are required to estimate and record compensation expense in the statement of operations for share-based payments, such as employee stock options, using the fair value method. The adoption of this new standard is expected to continue to haveThis method has a significant effect on our reported earnings, although it will not affect our cash flows, and could adversely impact our ability to provide accurate guidance on our future reported financial results due to the variability of the factors used to estimate the values of share-based payments. If factors change andand/or we employ different assumptions or different valuation methods in the application of FAS 123R in future periods, the compensation expense that we record under FAS 123R may differ significantly from what we haveamounts recorded in the current period,previously, which could negatively affect our stock price and our stock price volatility.
     There are significant differences among valuation models, and there is a possibility that we will adopt different valuation models in the future. This may result in a lack of consistency in future periods and materially affect the fair value estimate of share-based payments. It may also result in a lack of comparability with other companies that use different models, methods and assumptions.
     Theoretical valuation models and market-based methods are evolving and may result in lower or higher fair value estimates for share-based compensation. The timing, readiness, adoption, general acceptance, reliability and testing of these methods is uncertain. Sophisticated mathematical models may require voluminous historical information, modeling expertise, financial analyses, correlation analyses, integrated software and databases, consulting fees, customization and testing for adequacy of internal controls. Market-based methods are emerging that, if employed by us, may dilute our earnings per share and involve significant transaction fees and ongoing administrative expenses. The uncertainties and costs of these extensive valuation efforts may outweigh the benefits to our investors.
Potential tax liabilities could adversely affect our results.
     We are subject to income taxes in both the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes. Although we believe our tax estimates are

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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.
If In addition, tax rules may change that may adversely affect our future reported financial results or the way we experience product liability claimsconduct our business. For example, we consider the operating earnings of certain non-United States subsidiaries to be indefinitely invested 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 recalls, weforeign taxes that may incur significant expenses and experience decreased demand for our products.
     Testing, manufacturing, marketing and useresult from future remittances of undistributed earnings of our products and thoseforeign subsidiaries. Our future reported financial results may be adversely affected if accounting rules regarding unrepatriated earnings change, if domestic cash needs require us to repatriate foreign earnings, or if the United States international tax rules change as part of our licensees and customers entail the risk of product liability. The use of wireless devices containing our products to access un-trusted content creates a risk of exposing the system software in those devices to viralcomprehensive tax reform 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 along with the associated impacts on reputation and demand. 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 our licensees, customers, or us could harm our reputation and result in decreased demand for our products.other tax legislation.

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The high amount of capital required to obtain radio frequency licenses, deploy and expand wireless networks and obtain new subscribers could slow the growth of the wireless communications industry and adversely affect our business.
     Our growth is dependent upon the increased use of wireless communications services that utilize our technology. In order to provide wireless communications services, wireless operators must obtain rights to use specific radio frequencies. The allocation of frequencies is regulated in the United States and other countries throughout the world, and limited spectrum space is allocated to wireless communications services. Industry growth may be affected by the amount of capital required to: obtain licenses to use new frequencies; deploy wireless networks to offer voice and data services; expand wireless networks to grow voice and data services; and obtain new subscribers. The significant cost of licenses, wireless networks and subscriber additions may slow the growth of the industry if wireless operators are unable to obtain or service the additional capital necessary to implement or expand 3G wireless networks. Our growth could be adversely affected if this occurs.
If wireless 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 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 FLO TV businesses depend on the availability of satellite and other networks.
     Our OmniTRACSsatellite-based mobile fleet management and OmniVision systems currently operatetrailer tracking services are provided using 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 OctoberSeptember 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 has transponder and satellite protection. We are currently negotiating to extend the lease in Mexico. 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 satellite-based 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.
     Our FLO TV 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 and OmniVision operationsFLO TV service through fiscal 2012. Additionally, our FLO TV 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

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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.
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 toin our vendors’, 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 and Data Center in San Diego, California, with a redundant backup Network Management and Data Center located in Las Vegas, Nevada. Content from third parties for FLO TV operations is received, processed and retransmitted at the Broadcast Operations Center in San Diego, California. Certain Plaza and 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 ManagementOperations Center located in Las Vegas, Nevada. BothThe 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.

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Noncompliance with environmental or safety regulations could cause us to incur significant expenses and harm our business.
     As part of the development and commercialization of our iMoDIMOD display technology, we are operating both a researchdevelopment and developmenta production fabrication facility. The development and commercialization of iMoDIMOD display prototypes is a complex and precise process involving hazardous materials subject to environmental and safety regulations. FailureOur 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 and production activities.
We cannot assure stockholders that ourOur stock repurchase program willmay not result in a positive return of capital to stockholders.stockholders and may expose us to counterparty risk.
     At September 24, 2006,27, 2009, we have remaininghad authority to repurchase up to $0.9$1.7 billion of our common stock, net of outstanding put options. There can be no assurance thatstock. Our stock repurchases will createmay not return value forto stockholders because the market price of the stock may decline significantly below the levels at which we repurchased shares of stock. Our stock purchaserepurchase program is intended to deliver stockholder value over the long-term, but short-term 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 losereduce 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 and state 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.
     We hold licenses in the United States from the FCC for the spectrum referred to as Block D in the Lower 700 MHz Band (also known as TV Channel 55) covering the entire nation and spectrum referred to as Block E in the Lower 700 MHz Band (also known as TV Channel 56) covering five economic areas on the east and west coasts for use in our FLO TV business. In addition, we hold licenses for the spectrum referred to as B Block in the Lower 700 MHz Band for use initially in our various research and development initiatives. In using the licensed spectrum, we are regulated by the FCC pursuant to the terms of our licenses and the Federal Communications Act of 1934, as amended, and pursuant to Part 27 of the 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 FLO TV service or our use of the spectrum for which we hold licenses. Unless we are able to obtain relief, existing laws and regulations may inhibit our ability to expand our business and to introduce new products and services. In addition, the adoption of new laws or regulations or changes to the existing regulatory framework could adversely affect our business plans.
     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 increases in human resources,resource needs, particularly in engineering, through fiscal 2007.engineering. 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

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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, using 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 and often complex accounting pronouncements, 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 might 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,

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our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could harm our business.
Our charter documents and Delaware law could limit transactions in which stockholders might obtain a premium over current market prices.
     Our certificate of incorporation includes a provision that requires the approval of holders of at least 66 2/3% of our voting stock as a condition to certain mergers or other business transactions with, or proposed by, a holder of 15% or more of our voting stock. Under our charter documents, stockholders are not permitted to call special meetings of our stockholders or to act by written consent. These charter provisions may discourage certain types of transactions involving an actual or potential change in our control, including those offering stockholders a premium over current market prices. These provisions may also limit our stockholders’ ability to approve transactions that they may deem to be in their best interests.
     Further, our Board of Directors has the authority under Delaware law to fix the rights and preferences of and issue shares of preferred stock, and our preferred share purchase rights agreement will cause substantial dilution to the ownership of a person or group that attempts to acquire us on terms not approved by our Board of Directors. While our Board of Directors approved our preferred share purchase rights agreement to provide the board with greater ability to maximize shareholder value, these rights could deter takeover attempts that the board finds inadequate and make it more difficult to bring about a change in our ownership.
Item 1B. Unresolved Staff Comments
Item 1B. Unresolved Staff Comments
     NoneNone.

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Item 2. Properties
     At September 24, 2006,27, 2009, 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
18 United States Owned 2,498 Executive and administrative offices, research and development, sales and marketing, service functions, manufacturing and network management hub.
                
41 United States Leased 1,578 Administrative offices, research and development, sales and marketing, service functions and network management hub.
34 United States Owned  3,956  Executive and administrative offices, research and development, sales and marketing, service functions, manufacturing and network management hub.
          
42 United States Leased  1,308  Administrative offices, research and development, sales and marketing, service functions and network management hub.
          
10 Mexico Leased  317  Administrative offices, sales and marketing, service functions, manufacturing and network operating centers.
                
6 India Leased 154 Administrative offices, research and development and sales and marketing. India Leased  287  Administrative offices, research and development and sales and marketing.
                
8 Mexico Leased 134 Administrative offices, sales and marketing, service functions, manufacturing and network operating centers.
4 Taiwan Leased  134  Administrative offices, research and development and sales and marketing.
          
4 China Leased  105  Administrative offices, research and development, sales and marketing, service functions and network operating centers.
                
3 China Leased 88 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.
      
6 Korea Leased 71 Administrative offices, research and development and sales and marketing.
                
4 England Leased 62 Administrative offices, research and development and sales and marketing. England Leased  71  Administrative offices, research and development and sales and marketing.
      
1 India Owned 56 Administrative offices, research and development and sales and marketing. Israel Leased  67  Administrative offices, research and development and sales and marketing.
                
1 Israel Leased 49 Administrative offices, research and development and sales and marketing. India Owned  56  Administrative offices, research and development and sales and marketing.
                
4 Germany Leased 31 Administrative offices, research and development and sales and marketing. Singapore Leased  46  Administrative offices, research and development and sales and marketing.
                
23 Other International Leased 102 Administrative offices, research and development and sales and marketing.
33 Other International Leased  200  Administrative offices, research and development and sales and marketing.
                  
                
 Total square footage   4,823   Total square footage    6,622   
                  
     In addition to the facilities above, we own or lease approximately 311,000299,000 square feet of properties that are leased or subleased to third parties. Our facility leases expire at varying dates through 20162019 not including renewals that would be at our option. As of September 24, 2006,27, 2009, we also lease space on base station towers and buildings pursuant to 129493 lease arrangements for our MediaFLO USAFLO TV 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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     WeSeveral owned and leased facilities are constructing several facilities in San Diego, Californiaunder construction totaling approximately 800,000265,000 additional square feet to meet the requirements projected in our long-term business plan. We expect to place the new facilities in service in fiscal 2007. We believe that our facilities will be suitable and adequate for the present purposes and that

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the productive capacity in such facilities is substantially 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
     Zoltar Satellite Alarm Systems, Inc. v. QUALCOMM Incorporated 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 favor of us and SnapTrack on Zoltar’s complaint and awarded us and SnapTrack our costs of suit. Zoltar filed a notice of appeal that was dismissed as premature. While we have already obtained a verdict of non-infringement of Zoltar’s patents, our additional affirmative claims seeking declarations of the non-enforceability and invalidity of those patents were set to be retried in the same Court on October 10, 2006. However, Zoltar has informed the Court that it will covenant not to sue us or SnapTrack on the patents. The final form of dismissal and judgment in favor of us and SnapTrack remains to be determined.
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. On March 15, 2006, the Court dismissed all claims against us. The plaintiff has filed a notice of appeal.
Broadcom Corporation v. QUALCOMM Incorporated:On May 18, 2005, Broadcom filed two actions in the United States District Court for the Central District of California against us alleging infringement of ten patents and seeking monetary damages and injunctive relief based thereon. On the same date, Broadcom also filed a complaint in the United States International TradeEuropean Commission (ITC) alleging infringement of five of the same patents at issue in the Central District Court cases seeking a determination and relief under Section 337 of the Tariff Act of 1930. On July 1, 2005, Broadcom filed an action in the United States District Court for the District of New Jersey against us alleging violations of state and federal antitrust and unfair competition laws as well as common law claims, generally relating to licensing and chip sales activities, seeking monetary damages and injunctive relief based thereon. On September 1, 2006, the New Jersey District Court dismissed the complaint; Broadcom has filed notice of appeal. Discovery is underway in one of the Central District Court patent actions, with trial scheduled for May 2007. On December 12, 2005, the Central District Court ordered two of the Broadcom patent claims filed in the other Central District patent action (which is stayed pending completion of the ITC action) to be transferred to the Southern District of California to be considered in the case filed by us on August 22, 2005. That case now contains additional related claims filed by us and Broadcom. On February 14, 2006, the ITC hearing commenced as to three of the patents alleged. On October 10, 2006, the Administrative Law Judge (ALJ) issued an interim decision in which he recommended against downstream remedies, and found no infringement by us 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. We will petition the Commission for review of at least the limited infringement findings and patent validity findings.
QUALCOMM Incorporated v. Broadcom Corporation:Complaint: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 essential 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. On October 14, 2005, we filed another 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. That action is scheduled for trial in January 2007. On March 24, 2006, we filed another action in the United States District Court for the Southern District of California, alleging that Broadcom, during the period in which it has been attempting to bring to market a WCDMA baseband solution, misappropriated our confidential and trade secret information relating to our WCDMA baseband chips, and relating to our multimedia capabilities for such chips. The complaint also asserts another patent claim against Broadcom’s wireless local area network products, including such capability bundled with Broadcom’s WCDMA product offerings. Broadcom counterclaimed with the assertion of two patents. On October 27, 2006, the Court issued a preliminary injunction against Broadcom, prohibiting the future use or solicitation of certain of our confidential business and technical documents and information.

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QUALCOMM Incorporated and SnapTrack, Inc. v. Nokia Corporation and Nokia Inc.:On November 4, 2005, we, along with our wholly-owned subsidiary, SnapTrack, filed an action in the United States District Court for the Southern District of California against Nokia alleging infringement of eleven of our patents and one SnapTrack patent relating to GSM/GPRS/EDGE and position location and seeking monetary damages and injunctive relief. The case is currently stayed pending a decision by the Federal Circuit regarding Nokia’s arbitration demand. On May 24, 2006, we filed an action in the Chancery Division of the High Court of Justice for England and Wales against Nokia alleging infringement of two of our patents relating to GSM/GPRS/EDGE technology seeking monetary damages and injunctive relief. On June 9, 2006, we filed a complaint with the ITC against Nokia alleging importation of products that infringe six of our patents relating to power control, video encoding and decoding, and power conservation mode technologies and seeking an exclusionary order and a cease and desist order. On July 7, 2006, the ITC commenced an investigation. On August 9, 2006, we filed an action in the District Court of Dusseldorf, Federal Republic of Germany, against Nokia alleging infringement of two of our patents relating to GSM/GPRS/EDGE technology seeking monetary damages and injunctive relief. On October 9, 2006, we filed an action in the High Court of Paris, France against Nokia alleging infringement of two patents relating to GSM/GPRS/EDGE technology seeking monetary damages and injunctive relief. On October 9, 2006, we filed an action in the Milan Court, Italy against Nokia alleging infringement of two patents relating to GSM/GPRS/EDGE technology seeking monetary damages and injunctive relief.
Nokia Corporation and Nokia Inc. v. QUALCOMM Incorporated:On August 9, 2006, Nokia Corporation and Nokia, Inc. filed a complaint in Delaware Chancery Court seeking declaratory and injunctive relief relating to alleged commitments made by us to wireless industry standards setting organizations. We have moved to dismiss the complaint.
Other:We have been named, along with many other manufacturers of wireless phones, wireless operators and industry-related organizations, as a defendant in several purported class action lawsuits, and several individually filed actions pending in Pennsylvania, Washington D.C., and Louisiana, seeking monetary damages arising out of its sale of cellular phones. The courts that have reviewed similar claims against other companies to date have held that there was insufficient scientific basis for the plaintiffs’ claims in those cases.
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 we violated European Union competition law in itsour WCDMA licensing practices. We have received the complaints and have submitted replies to the allegations, as well as documents and other information requested by the European Commission. On October 1, 2007, the European Commission announced that it had initiated a reply.proceeding. To date, the European Commission has not announced whether it would issue a Statement of Objections or whether it has made any conclusions as to the merits of the complaints. As part of their agreements with us, Nokia and Broadcom have each withdrawn their complaints filed with the European Commission, though the investigation remains active.
     ItTessera, 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 United States International Trade Commission (ITC) pursuant to Section 337 of the Tariff Act of 1930 against us and other companies, alleging infringement of two patents relating to semiconductor packaging structures and seeking monetary damages and injunctive and other relief. The District Court action is stayed pending resolution of the ITC proceeding. The U.S. Patent and Trademark Office’s (USPTO) Central Reexamination Unit has been reportedissued office actions rejecting all of the asserted patent claims on the grounds that twothey are invalid in view of certain prior art and has made these rejections final; Tessera has appealed the rejections to the Board of Patent Appeals and Interferences. On December 1, 2008, the Administrative Law Judge (ALJ) ruled that the patents are valid but not infringed. On May 20, 2009, however, the ITC reversed the ALJ’s determination that the patents were not infringed and it issued the following remedial orders: (1) a limited exclusion order that bans us and the other named respondents from importing into the United States the accused chip packages (except to the extent those products are licensed) and (2) a cease and desist order that prohibits us from engaging in certain domestic activities respecting those products. We and other respondents have appealed. The ITC declined to stay its decision pending appeal, and the President declined to review the decision. We have shifted supply of accused chips for the U.S. market to a licensed supplier, Amkor. A licensed source of supply permits us to continue to supply the U.S. market without interruption. The appeals court has declined our request that it stay enforcement of the orders pending appeal. The subject patents expire on September 24, 2010, at which time the ITC orders will cease to be operative.
Korea Fair Trade Commission Complaint:Two U.S. companies (Texas Instruments and Broadcom) and two South Korean companies (Nextreaming Corp. and THINmultimediaThin Multimedia, Inc.) have filed complaints with the KoreanKorea Fair Trade Commission (KFTC) alleging that certain of our business practices violate South Korean anti-trust regulations. On February 17, 2009, the KFTC issued a Case Examiner’s report setting forth allegations with respect to the lawfulness of certain business practices related to our integration of multimedia solutions into our chipsets, rebates and discounts provided to our chipset customers and of certain licensing practices. As a result of its agreement with us, in May 2009 Broadcom withdrew its complaint to the KFTC. Hearings before the KFTC commenced on May 27, 2009, and on July 23, 2009 the KFTC announced its ruling, although the written decision has not yet been issued. The KFTC announced that it found us to be in violation of South Korean law by offering certain discounts and rebates for purchases of our CDMA chips and that it would levy a fine of at least 260 billion Korean won, as well as order us to cease the practices at issue. Subject to the issuance and review of the KFTC’s written decision, we intend to appeal the decision. As a result of this announcement, we recorded a $230 million charge during fiscal 2009. We do not anticipate that the cease and desist remedies ordered will have a material effect on our operations. In July 2009, the KFTC also announced that it would continue its review of our integration of multimedia functions into our chipsets, but it has not announced any decision in that regard. We believe that our practices do not violate South Korean competition law, are grounded in sound business practice and are consistent with our customers’ desires.
Japan Fair Trade Commission Complaint: The Japan Fair Trade Commission (JFTC) has received unspecified complaints alleging that our business practices are, in some way, a violation of South Korean anti-trust regulations. To date,Japanese law. On September 29, 2009, the JFTC issued a Cease and Desist Order (CDO) concluding that our Japanese licensees were forced to cross- license patents to us on a royalty-free basis and were forced to accept a provision under which they agreed not to assert their essential patents against our other licensees who made a similar commitment in their license agreements with us. The CDO seeks to require us to modify our existing license agreements with Japanese companies to

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eliminate these provisions while preserving the license of our patents to those companies. We disagree with the conclusions that we forced our Japanese licensees to agree to any provision in the parties’ agreements and that those provisions violate Japan’s Anti-Monopoly Act. We intend to invoke our right under Japanese law to an administrative hearing before the JFTC, request that the JFTC suspend the CDO pending a decision following the hearing, and seek a stay of the CDO from the Japanese courts should the JFTC deny our request to suspend the CDO.
Other:We have been named, along with many other manufacturers of wireless phones, wireless operators and industry-related organizations, as a defendant in purported class action lawsuits, and individually filed actions pending in Pennsylvania and Washington D.C., seeking monetary damages arising out of our sale of cellular phones. Two of the cases in which we have not receivedbeen named as a defendant have been dismissed by the complaints.lower courts and are now on appeal by the plaintiffs.
      On August 5, 2009, Panasonic filed an arbitration demand alleging that it does not owe royalties, or owes less royalties, on its WCDMA subscriber units, and that we breached the license agreement between us as well as certain commitments to standards setting organizations. The arbitration demand seeks declaratory relief regarding the amount of royalties due and payable by Panasonic, as well as the return of certain royalties it had previously paid. We have responded to the arbitration demand, denying the allegations and requesting judgment in our favor on all claims. Although we believe Panasonic’s claims are without merit, we have deferred the recognition of revenue related to WCDMA subscriber unit royalties reported and paid by Panasonic in the fourth quarter of fiscal 2009 because, among other reasons, the matter has been submitted to arbitration for resolution.
     In November 2008, a complaint was filed in San Diego Federal Court on behalf of a purported class of individuals who purchased CDMA devices or service, seeking damages and injunctive relief under federal and/or state antitrust and unfair competition laws and common law as a result of our licensing practices. On March 3, 2009, the court granted our motion and dismissed the complaint. On April 2, 2009, the plaintiff filed an amended complaint re-asserting some, but not all, of the claims in its original complaint. On August 10, 2009, the court granted our motion to dismiss the amended complaint for lack of standing. However, the court may reopen the case in the event an appeals court reverses a decision in an unrelated case involving different parties but raising a similar standing issue.
     While there can be no assurance that unfavorableof favorable outcomes, in any of the foregoing matters would not have a material adverse effect on our operating results, liquidity or financial position, we believe the claims made by other parties in the foregoing matters are without merit and will vigorously defend the actions. WeOther than the amount relating to theKorea Fair Trade Commission Complaint, we have not recorded any accrual for contingent liabilityliabilities associated with the legal proceedings described above based on our belief that a liability,additional liabilities, while possible, isare not probable. Further, any possible range of loss cannot be reasonably estimated at this time. We are engaged in numerous other legal actions arising in the ordinary course of itsour business and, while there can be no assurance, believe 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 Annual Report because of rulings in the case, settlements, changes in our business or other developments rendering them, in our judgment, no longer material to our 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 24, 2006.27, 2009.

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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.
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
     Our common stock is traded on the NASDAQ StockGlobal Select Market LLC under the symbol “QCOM.” The following table sets forth the range of high and low sales prices on the NASDAQ 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 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 
  
Fiscal 2006
 
2009
 
First quarter 46.60 39.02  45.57 28.16 
Second quarter 51.18 42.91  39.70 32.64 
Third quarter 53.01 38.77  46.73 37.32 
Fourth quarter 40.92 32.76  48.72 42.67 
     As of October 31, 2006,November 2, 2009, there were 10,5499,154 holders of record of our common stock. On October 31, 2006,November 2, 2009, the last sale price reported on the NASDAQ Stock Market LLC for our common stock was $36.39$41.81 per share.
Dividends
     On March 8, 2005,11, 2008, we announced an increase in our quarterly dividend from $0.07$0.14 to $0.09$0.16 per share on our common stock. On March 7, 2006,3, 2009, we announced an increase in our quarterly dividend from $0.09$0.16 to $0.12$0.17 per share on ourof common stock. Cash dividends announced in fiscal 20052008 and 20062009 were as follows (in millions, except per share data):
                        
 Cumulative  Cumulative 
 Per Share Total by Fiscal Year  Per Share Total by Fiscal Year 
Fiscal 2005
 
2008
 
First quarter $0.07 $115 $115  $0.14 $228 $228 
Second quarter 0.07 115 230  0.14 227 455 
Third quarter 0.09 147 377  0.16 261 716 
Fourth quarter 0.09 147 524  0.16 266 982 
          
Total $0.32 $524 
      $0.60 $982 
      
Fiscal 2006
 
 
2009
 
First quarter $0.09 $148 $148  $0.16 $264 $264 
Second quarter 0.09 150 298  0.16 264 528 
Third quarter 0.12 202 500  0.17 282 810 
Fourth quarter 0.12 198 698  0.17 283 1,093 
          
Total $0.42 $698 
      $0.66 $1,093 
     
     On October 5, 2006,2, 2009, we announced a cash dividend of $0.12$0.17 per share on our common stock, payable on January 4, 2007December 23, 2009 to stockholders of record as of December 7, 2006.November 25, 2009. 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,

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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 and state 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 2006 Long-Term Incentive Plan (2006 Plan), we 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 2006 Plan provides for the grant of both incentive and non-qualified stock 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 periods not exceeding five years and are exercisable for up to 10ten years from the grant date. The Board of Directors may terminate the 2006 Plan at any time.
     Additional information regarding our stock option plans and plan activity for fiscal 2006, 20052009, 2008 and 20042007 is provided in the notes to our consolidated financial statements in this Annual Report in “Notes to Consolidated Financial Statements, Note 8 Employee Benefit Plans” and in our 20072010 Proxy Statement under the heading “Equity Compensation Plan Information.” All of our equity compensation plans have been approved by our stockholders.
Issuer Purchases of Equity Securities
     Issuer purchasesOn March 11, 2008, we announced that we had been authorized to repurchase up to $2.0 billion of our common stock with no expiration date. At September 27, 2009, approximately $1.7 billion remained authorized for repurchase. While we did not repurchase any of our shares during the fourth quarter of fiscal 2009, we continue to evaluate repurchases under this program.
Performance Measurement Comparison of Stockholder Return
     The following graph compares total stockholder return on our common stock since September 26, 2004 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 (in millions, except shareof communications equipment companies traded on the NASDAQ Stock Market. The total return for our stock 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.

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     The Company’s closing stock price on September 25, 2009, the last trading day of the Company’s 2009 fiscal year, was $44.70 per share data):
                 
          Total Number of  
          Shares Purchased as Approximate Dollar Value
          Part of Publicly of Shares that May Yet Be
  Total Number of Average Price Paid Announced Plans or Purchased Under the
  Shares Purchased Per Share(1) Programs(2) Plans or Programs(3)
June 26, 2006 to July 23, 2006  5,641,028  $42.11   5,641,028  $1,098 
                 
July 24, 2006 to August 20, 2006  1,000,000   48.50   1,000,000   1,050 
                 
August 21, 2006 to September 24, 2006  1,000,000   49.00   1,000,000   1,001 
                 
                 
Total  7,641,028  $43.84   7,641,028  $1,001 
                 
share.
 
(1) Average price paid per share excludes cash paid for commissions. We repurchased 2,000,000 sharesShows the cumulative total return on investment assuming an investment of $100 in the fourth quarter of 2006 upon the exercise of two outstanding put options. Premiums totaling $5 million were excluded from the average price paid per share. If the premiums had been included, the average price paid per share for the purchases of shares made during the fourth quarter would have been $43.23.
(2)On November 7, 2005, we announced that we authorized the expenditure of up to $2.5 billion to repurchase shareseach of our common stock, with no expiration date. The $2.5 billion stock repurchase program replaced a $2.0 billion stock repurchase program,the S&P 500 and the Nasdaq industry Index on September 26, 2004. All returns are reported as of our fiscal year end, which approximately $1.0 billion remained authorized for repurchases.
(3)The approximate dollar value of shares that may yet be purchased has not been reduced byis the net cost of $89 million (netlast Sunday of the premiums received)month in which the fourth quarter ends, whereas the numbers for the S&P 500 are calculated as of 2,000,000 shares that may be repurchased related to put options we sold during fiscal 2006.the last day of the month in which the corresponding quarter ends.

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Item 6. Selected Financial Data
Item 6.Selected Financial Data
     The following balance sheet data and statement of operations data for the five fiscal years ended September 27, 2009, September 28, 2008, September 30, 2007, September 24, 2006 and September 25, 2005 September 26, 2004, September 28, 2003 and September 29, 2002 were derived from our audited consolidated financial statements. Consolidated balance sheets at September 24, 200627, 2009 and September 25, 200528, 2008 and the related consolidated statements of operations and cash flows for fiscal 2006, 20052009, 2008 and 20042007 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 24,  September 25,  September 26,  September 28,  September 29, 
  2006  2005  2004(2)(4)  2003(2)  2002(2) 
  (In millions, except per share data) 
Statement of Operations Data:
                    
                     
Revenues $7,526  $5,673  $4,880  $3,847  $2,915 
                
                     
Operating income  2,690   2,386   2,129   1,573   840 
                
                     
Income from continuing operations  2,470   2,143   1,725   1,029   525 
Discontinued operations, net of tax        (5)  (202)  (165)
                
Net income $2,470  $2,143  $1,720  $827  $360 
                
                     
Basic earnings per common share: (3)
                    
Income from continuing operations $1.49  $1.31  $1.07  $0.65  $0.34 
Discontinued operations, net of tax        (0.01)  (0.13)  (0.11)
                
Net income $1.49  $1.31  $1.06  $0.52  $0.23 
                
                     
Diluted earnings per common share:(3)
                    
Income from continuing operations $1.44  $1.26  $1.03  $0.63  $0.32 
Discontinued operations, net of tax           (0.12)  (0.10)
                
Net income $1.44  $1.26  $1.03  $0.51  $0.22 
                
                     
Dividends per share announced $0.420  $0.320  $0.190  $0.085  $ 
                
                     
Shares used in earnings per share calculations: (3)
                    
Basic  1,659   1,638   1,616   1,579   1,542 
Diluted  1,711   1,694   1,675   1,636   1,619 
                     
Balance Sheet Data:
                    
                     
Cash, cash equivalents and marketable securities $9,949  $8,681  $7,635  $5,372  $3,200 
Total assets  15,208   12,479   10,820   8,822   6,506 
Long-term debt (5)
  58   3      123   94 
Total stockholders’ equity  13,406   11,119   9,664   7,598   5,392 
                     
  Years Ended(1)
  September 27, September 28, September 30, September 24, September 25,
  2009 2008 2007 2006 2005
      (In millions, except per share data)    
Statement of Operations Data:
                    
                     
Revenues $10,416  $11,142  $8,871  $7,526  $5,673 
Operating income  2,226   3,730   2,883   2,690   2,386 
Net income  1,592   3,160   3,303   2,470   2,143 
                     
Per Share Data:
                    
 
Net income — basic $0.96  $1.94  $1.99  $1.49  $1.31 
Net income — diluted  0.95   1.90   1.95   1.44   1.26 
Dividends announced  0.66   0.60   0.52   0.42   0.32 
                     
Balance Sheet Data:
                    
 
Cash, cash equivalents and marketable securities $17,742  $11,269  $11,815  $9,949  $8,681 
Total assets  27,445   24,712   18,495   15,208   12,479 
Capital lease obligations(2)
  187   142   91   58   3 
Other long-term liabilities(2)
  618   191   169   181   141 
Total stockholders’ equity  20,316   17,944   15,835   13,406   11,119 
 
(1) Our fiscal year ends on the last Sunday in September. The five fiscal years ended September 27, 2009, September 28, 2008, September 24, 2006, and September 25, 2005 September 26, 2004, September 28, 2003 and September 29, 2002 each included 52 weeks. The fiscal year ended September 30, 2007 included 53 weeks.
 
(2) During fiscal 2004, we sold the Vésper Operating Companies and 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, are presented as discontinued operations.
(3)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.
(4)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 revenue 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 of Financial Condition and Results of Operations in this Annual Report for more information.
(5)Long-term debt for the years ended September 24, 2006 and September 25, 2005 consisted of capitalCapital lease obligations whichand other long-term liabilities are included in 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
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 20062009 were $7.53$10.4 billion, with net income of $2.47 billion. $1.6 billion, which were impacted by the following key items:
Both revenues and net income were adversely impacted by lower demand for CDMA-based MSM integrated circuits during the first half of fiscal 2009 as a result of the slowdown in the global economy. We shipped approximately 317 million Mobile Station Modem (MSM) integrated circuits for CDMA-based wireless devices, a decrease of 6%, compared to approximately 336 million MSM integrated circuits in fiscal 2008. In addition, net income was adversely impacted by other-than-temporary losses on marketable securities related primarily to the volatility in global financial markets.
CDMA-based device shipments totaled approximately 492 million units, an increase of 14% over the 433 million units shipped in fiscal 2008. (2)
The average selling price of CDMA-based devices was estimated to be approximately $200, a decrease of approximately 9% from the prior year. (2)
We entered into a Settlement and Patent License and Non-Assert Agreement with Broadcom Corporation. As a result of this agreement, we recorded a $783 million charge.
In July 2009, the Korea Fair Trade Commission (KFTC) announced (although a written decision has not yet been issued) that it found us to be in violation of South Korean law by offering certain discounts and rebates for purchases of our CDMA chips and that it would levy a fine, as well as order us to cease the practices at issue. We intend to appeal the written decision once issued. As a result of this announcement, we recorded a $230 million charge.
     Against this backdrop, the following recent developments occurred during fiscal 2009 with respect to key elements of our business or our industry:
During fiscal 2006:
  Worldwide wireless subscribers grew by more than 24%approximately 16% to reach approximately 2.54.5 billion.(1)
  CDMA subscribers, including both 2G (cdmaOne) and 3G (CDMA2000 1X, 1xEV-DO, WCDMA, HSPA and WCDMA)TD-SCDMA), grew to 17%are approximately 20% of total worldwide wireless subscribers to date. (1)
  3G subscribers (all CDMA-based) grew to approximately 402885 million worldwide through September 2006, including approximately 272455 million CDMA2000 1X subscribers, approximately 85 million WCDMA1X/1xEV-DO subscribers and approximately 45430 million 1xEV-DOWCDMA/HSPA/TD-SCDMA subscribers. (1)
CDMA-based handset shipments totaled approximately 255 million units, an increase of 40% over the 182 million units shipped in fiscal 2005. (2)
CDMA-based handset shipments grew faster than total worldwide handsets and represent an estimated 28% of the total (916 million) worldwide handset shipments, compared to 25% of the total (726 million) shipments in fiscal 2005. (3)
Average selling prices of CDMA-based handsets were approximately $215, same as the prior year. (2)
We shipped approximately 207 million Mobile Station Modem (MSM) integrated circuits for CDMA-based phones and data modules (all of which were 3G, including CDMA2000 1X, 1xEV-DO and WCDMA), an increase of 37%, compared to approximately 151 million MSM integrated circuits in the prior fiscal year.
During the fourth quarter of fiscal 2006:
  We estimateIn the ratiohandset market, CDMA-based unit shipments grew an estimated 7% year-over-year, compared to an estimated decline of WCDMA reported royalties to total reported royalties was 49%, up from 41% reported in the year ago quarter.
We estimate that, in Western Europe, WCDMA handset sales represented approximately 41% of7% year-over-year across all manufacturer handset sales during the period from April 2006 through June 2006, up from 14% in the year ago quarter.technologies.(4) (3)
In September 2009, the Japan Fair Trade Commission (JFTC) issued a Cease and Desist Order (CDO) seeking to require us to modify our existing license agreements with Japanese companies to eliminate certain cross-license non-assertion provisions in our license agreements, while preserving the license of our patents to those companies. We intend to invoke our right under Japanese law to an administrative hearing before the JFTC and to seek a stay of the CDO from the JFTC, and if necessary, from the Japanese courts.
 
(1) According to Wireless Intelligence an independent sourceestimates as of wireless operator data.November 2, 2009, for the quarter ending September 30, 2009. Wireless Intelligence estimates for CDMA2000 1X/1xEV-DO subscribers do not include Wireless Local Loop.
 
(2) Unit shipments and average selling prices are for the periodDerived from July through June based on reports provided during the fiscal year by our licensees/manufacturers.manufacturers during the year and our own estimates of unreported activity.
 
(3) Based on current reports by Strategy Analytics, a global research and consulting firm, in their Global Handset Market Share Updates.
(4)Based on estimates derived from our licensee reports and estimates from the Yankee Group, a global market intelligence and advisory firm in the technology and telecommunications industry.
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

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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.
     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 circuit products and system software are used in wireless devices, particularly mobile phones, laptops, data modules, handheld wireless computers, data cards and infrastructure equipment. The integrated circuits for wireless phonesdevices include the Mobile Station Modem (MSM), Radio Frequency (RF) and Power Management (PM) devices. These integrated circuits for wireless phonesdevices and system software perform voice and data communication, multimedia and global positioning functions, radio conversion between RF 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 equipment manufacturers to develop devices utilizing the functionality within the integrated circuits. The infrastructure equipment integrated circuits and system software perform the core baseband CDMA modem functionality in the wireless operator’s equipment providing wireless standards-compliant processing of voice and data signals to and from wireless phones. QCT’s system software enables the other phone components to interface with the integrated circuit products and is the foundation software enabling phone manufacturers to develop handsets utilizing the functionality within the integrated circuits. In addition to the key components in a wireless system, QCT provides system reference designs and development tools to assist in customizing wireless phones and user interfaces, to integrate our products with components developed by others, and to test interoperability with existing and planned networks.base station equipment. QCT revenues comprised 58%59%, 58%60% and 64%59% of total consolidated revenues in fiscal 2006, 20052009, 2008 and 2004,2007, 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. Die, cut from silicon wafers, are the essential components of all of our integrated circuits and a significant portion of the total integrated circuit cost. We rely on independent third partythird-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. The majority ofWe employ both turnkey and two-stage manufacturing business models to purchase our integrated circuits are purchased on a turnkey basis, in whichcircuits. Turnkey is when our foundry suppliers are responsible for delivering fully assembled and tested integrated circuits. We also employ aUnder the two-stage manufacturing business model, in which we purchase completed die directly from semiconductor manufacturing foundries and directly manage and contract with third partyseparate third-party manufacturers for back-end assembly and test services. We refer to this two-stage manufacturing business model as Integrated Fabless Manufacturing (IFM). IBM, Taiwan Semiconductor Manufacturing Company, Ltd. and United Microelectronics are the primary foundry suppliers for our family of baseband integrated circuits. Atmel, Freescale (formerly Motorola Semiconductor) and IBM are the primary foundry suppliers for our family of analog, radio frequency and power management 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.
     QTL grants licenses to use portions of our intellectual property portfolio, which includes certain patent rights essential to and/or useful in the manufacture and sale of certain wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD (including TD-SCDMA), GSM/GPRS/EDGE and/or OFDMA standards and their derivatives. QTL receives revenue 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 wholesale selling price of licensed products, net of certain permissible deductions (e.g., certain shipping costs, packing costs, VAT, etc.). QTL revenues comprised 35%, 32%33% and 27%31% of total consolidated revenues in fiscal 2006, 20052009, 2008 and 2004,2007, respectively. The vast majority of such revenues hashave been generated primarily 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 revenues primarily through mobile communicationinformation 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 and workforce. Through September 2009, QES has shipped approximately 1,344,000 terrestrial-based and satellite-based mobile information units. QIS provides BREW-basedcontent enablement services for the wireless industry, including BREW (Binary Runtime Environment for Wireless) products that include user interface, the Plaza suite and content delivery and management products and services for the wireless industry.other services. QIS also provides QChat push-to-talk, QPoint and QPointother products and services. QChat enables virtually instantaneous push-to-talk functionality on CDMA-basedfor wireless devices while QPoint enables operators to offer E-911 and location-based applications and

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services.network operators. 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 9%6%, 11%7% and 12%9% of total consolidated revenues in fiscal 2006, 20052009, 2008 and 2004,2007, respectively.
     QSI manages the Company’s strategic investment activities, including FLO TV Incorporated (FLO TV), formerly MediaFLO USA, Inc. (MediaFLO USA), the Company’sour wholly-owned wireless multimedia operator subsidiary. QSI also makes strategic investments to promote the worldwide adoption of CDMA-based products and services. Our strategy is to invest in CDMA-based operators,early-stage and other companies, including licensed device manufacturers, and start-up companies that we believe open new markets for CDMA technology, support the design and introduction of new CDMA-based products or possess

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unique capabilities or technology. Our MediaFLO USAFLO TV subsidiary expects to offer aoffers its service over our nationwide multicasting network based on our MediaFLO MDSMedia Distribution System (MDS) and FLOMediaFLO technology. This network is expected to be utilized as a shared resource for wireless operators and their customers in the United States. The commercial availability of the MediaFLO USA network andFLO TV service willto retail wireless consumers continues to be determined, in part, by our wireless operator partners. MediaFLO USA’sFLO TV’s network will useuses the 700 MHz spectrum for which we hold licenses for a nationwide footprint.nationwide. Additionally, MediaFLO USA plansFLO TV has and will continue to procure, aggregate and distribute content in service packages which we will continue to make available on a wholesale basis to our wireless operator customers (whether they operate on CDMA, WCDMA or GSM/WCDMAGSM networks) in the United States. Distribution, marketing, billing and customer relationshipscare remain functions that are expected to remain services provided primarily by our wireless operator partners. As part of our strategic investment activities, we may considerintend to pursue various corporate structuring and exit strategies at some point in the future, which may include distribution of our ownership interest in MediaFLO USAFLO TV 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-based telecommunications system and provides related services; the QUALCOMMQualcomm MEMS Technologies division, which is developing an iMoDinterferometric modulator (IMOD) display technology based on micro-electro-mechanical-system (MEMS) structure combined with thin film optics; the QUALCOMMQualcomm Flarion Technologies division, which is developing femtocell chipset products and other OFDM/OFDMA technologies; the MediaFLO Technologies division, which is developing our MediaFLO MDS and MediaFLO technology and markets MediaFLO for deployment outside of the United States; and other product initiatives.
Looking Forward
     The deployment of 3G networks (CDMA2000 and WCDMA) enables higherincreased voice capacity and higher data rates, thereby supporting more minutes of use and a range of mobile broadband data intensive applications like multimedia.for handsets, 3G connected computing devices and other consumer electronics. Data applications include broadband connectivity, streaming video, location based services, mobile social networking and multimedia messaging. As a result, we expect continued growth in the coming years in consumer demand for 3G products and services around the world:world. As we look forward to the next several months, the following items are likely to have an impact on our business:
The deploymentnetwork launches and further expansion of 3G in China, including CDMA2000 by China Telecom, WCDMA by China Unicom and TD-SCDMA by China Mobile, is expected to drive competition and growth of 3G products and services in that region.
The transition to 3G CDMA-based networks is expected to continue.continue:
 o More than 170595 operators have commercially launched 3G networks, including 300 CDMA2000 1X; (1)
oMore than 50 operators have deployed the higher data speeds of 1xEV-DOnetworks and several are preparing to deploy EV-DO Revision A.295 WCDMA networks;(1)
GSM operators are expected to continue transitioning to WCDMA networks.
oMore than 122 GSM operators have migrated their networks to WCDMA;(2)
 
 o More than 65110 CDMA2000 operators have commercially launched commercial HSDPA networks and manufacturers are beginning to trial the faster uplinkhigher data speeds of HSUPA. (2)
We expect WCDMA phone prices to segment into high1xEV-DO and low end, with low-end prices decreasing significantly as volumes increase more than 75 have launched EV-DO Revision A;(1)and competition intensifies among WCDMA phone manufacturers and integrated circuit suppliers, as happened with CDMA2000. We expect phone market share will change and competition will increase as WCDMA networks grow and expand beyond Japan and Western Europe into the United States and China.
 
 o To meet growing demand for advanced 3G phonesMore than 280 WCDMA operators have commercially launched the higher data speeds of HSDPA, while more than 90 have launched HSUPA and increased multimedia MSM functionality, we intend to continue to invest significant resources toward the development of multimedia products, software and services for the wireless industry. However, we expect that a portion of our research and development initiatives in fiscal 2007 will not reach commercialization until several years in the future.26 have launched HSPA+. (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 operators deploy the higher data speeds of HSPA, HSPA+, EV-DO Revision A and EV-DO Revision B and as manufacturers introduce additional highly-featured, converged devices, we expect consumer demand for advanced 3G devices to continue at a strong pace.
To meet growing demand for advanced 3G wireless devices and increased multimedia functionality, we intend to continue to invest significant resources toward the development of wireless baseband chips, converged computing/communication chips, multimedia products, software and services for the wireless industry. We expect that a portion of our research and development initiatives in fiscal 2010 will not reach commercialization until several years in the future.
We expect demand for cost-effective wireless devices to continue to grow and have developed a family of Qualcomm Single Chip (QSC) products, which integrate the baseband, radio frequency and power management functions into a single chip or package, lowering component counts and enabling faster time-to-market for our customers. While we continue to invest aggressively to expand our QSC product family to address the low-end market more effectively with CDMA-based products, we still face significant competition from GSM-based products, particularly in emerging markets.
We expect to 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, including the following products and technologies:

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We expect demand for low-end phones to continue, and we have invested resources to develop single chip products, which integrate the baseband, radio frequency and power management chips into one package, lowering component counts and enabling faster time-to-market. 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 at the very low end, particularly in Brazil and India.
We will continue to invest in the evolution of CDMA and a broad range of other technologies as part of our vision to enable a range of technologies, each optimized for specific services, including the following products and technologies:
 o The BREWcontinued evolution of CDMA-based technologies, including the long-term roadmaps of 1xEV-DO and High Speed Packet Access (HSPA);
oOFDM and OFDMA-based technologies, including LTE;
oOur service applications platform, content delivery services and user interfaces;
 
 o The MediaFLO Media Distribution System (MDS)Our Snapdragon platform to help create new CDMA-based connected computing products and FLO technology for delivery of multimedia content;
oThe DO Multicarrier Multilink eXtensions (DMMX) and HSDPA Multicarrier Multilink eXtensions (HMMX) platforms to support the long-term roadmaps of 1xEV-DO and HSDPA;
oOFDM and OFDMA-based technologies;drive connectivity beyond traditional wireless devices;
 
 o Our iMoD display technology.
We will continueGobi mobile data modems 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 fair royaltiesprovide worldwide CDMA-based embedded connectivity 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 their attacks on our business model in various forums throughout the world.existing computing platforms;
 
 o In addition, our license agreement with Nokia Corp. expires in part on April 9, 2007. If we cannot conclude an extension or a new license agreementOur convergence-based chips that include 3G modem and applications processor capabilities (including support for third-party operating systems);
oOur FLO TV mobile television service which includes product and distribution expansion beyond that time period, Nokia’s rights to sell subscriberwireless operators through direct-to-consumer products under most of our patents will expire,such as will our rights to sell integrated circuits under Nokia’s patents. While we continue to work with Nokia to see if we can reach an agreement, there is no guarantee that we will be able to successfully resolve this matter before April 9, 2007,automotive devices and little progress has been made to date. If we are unable to reach agreement, we will aggressively pursue all our legalpersonal television devices through retail channels; and business remedies and assume that Nokia will do likewise. Nokia has stated publicly that it does not intend to pay us for its use of our patents prior to the resolution of the dispute. As a result, under generally accepted accounting principles, we will be unable to record royalty revenue attributable to Nokia’s sales until a court awards damages or agreement is reached, potentially resulting in a negative impact on future royalty revenues reported by our QTL segment.
oOur IMOD display technology.
     In addition to the foregoing business and market-based matters, the following items are likely to have an impact on our business and results of operations over the next several months:
We expect to 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, 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 litigation in which we or our customers may become involved.
The volatility in financial markets may continue to have an impact on the value of our marketable securities and net investment income (loss).
 
(1) According to public reports made available at www.cdg.org.www.cdg.org as of October 27, 2009.
 
(2) As reported by the Global mobile Suppliers Association, an international organization of WCDMA and GSM (Global System for Mobile Communications) suppliers, in their September and October 20062009 reports.
     Further discussion of risks related to our business is presented in the Risk Factors included in this Annual Report.
Revenue Concentrations
     Revenues from customers in South Korea, Japan, China and the United StatesJapan comprised 32%35%, 21%, 17%23% and 13%11%, respectively, of total consolidated revenues infor fiscal 20062009, as compared to 37%35%, 21%, 11% and 18%14%, respectively, infor fiscal 2005,2008, and 43%31%, 18%, 7%21% and 21%17%, respectively, infor fiscal 2004.2007. We distinguish revenuerevenues from external customers by geographic areas based on customer location. Revenues from customersthe 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 decline in China increased as a percentage of total revenues in fiscal 2006 and in fiscal 2005, as compared to the prior years, primarily due to the maturing of CDMA-based manufacturers in China that are experiencing wider adoption of their products in international markets for low priced CDMA2000 phones and WCDMA phones. Combined revenues from customers in South Korea, Japan and the United States decreased as a percentage of total revenues, from 82% in fiscal 2004 to 76% in fiscal 2005 and 66% in fiscal 2006,was primarily due to increaseslower replacement rates in the percentage of revenues from WCDMA manufacturers in Western Europe and increased activity by manufacturers in China.Japan.
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

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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

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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.
     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, which are based on a number of factors,estimates, including our assumptions related to historical and projected customer sales volumes, market share and the contractual provisions of our customer agreements.inventory levels.
     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 certain wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD and/or the OFDMA standards and their derivatives.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 24, 2006,27, 2009, our goodwill and intangible assets, net of accumulated amortization, were $1.2$1.5 billion and $450 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, or our conclusion that the value of certain assets is not reliably estimable, 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.recoverable. Our judgments regarding the existence of impairment indicators and future cash flows related to intangible assets are based on operational performance of our 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.net investment income (loss).

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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 $1.3$15 billion at September 24, 2006.27, 2009. 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

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that a decline is other-than-temporaryother 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 2006, 20052009, 2008 and 2004,2007, we recorded $15$743 million, $12$502 million and $12$16 million, respectively, in other-than-temporary losses on our minority investments in publicly-traded companies.
     We hold minority strategic investments in private companies whose values are difficult to determine. These investments totaled $94 million at September 24, 2006. We record impairment charges 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 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. When assessing investments in private companies for an other-than-temporary decline in value, we consider 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, the investee’s 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 2006 and 2005, we recorded $4 million and $1 million, respectively, innet other-than-temporary losses on our investments in private companies. Such losses were not significant in fiscal 2004.marketable securities.
     Share-Based Payments.We grant options to purchase our common stock to our employees and directors under our stock optionequity 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.” Effective September 26, 2005, we use the fair value method to apply the provisions of FAS 123R with a modified prospective application which provides for certain changes to the method for estimating the value of share-based compensation. The valuation provisions of FAS 123R apply to new awards and to awards that are outstanding on the effective date, which are subsequently modified or cancelled. Under the modified prospective application method, prior periods are not revised for comparative purposes.plan. Share-based compensation expense recognized under FAS 123R forduring fiscal 20062009, 2008 and 2007 was $495 million.$584 million, $543 million and $493 million, respectively. At September 24, 2006,27, 2009, total unrecognized estimated compensation expense related to non-vested stock options granted prior to that date was $1.2$1.4 billion, which is expected to be recognized over a weighted-average period of 1.73.3 years. Net stock options, after forfeitures and cancellations, granted during fiscal 20062009 represented 1.9%2.2% of outstanding shares as of the beginning of the fiscal period. Total stock options granted during fiscal 20062009 represented 2.1%2.5% of outstanding shares as of the end of the fiscal period.
     Upon adoption of FAS 123R, we began estimatingWe estimate the value of stock option awards on the date of grant using a lattice binomial option-pricing model (binomial model). Prior to the adoption of FAS 123R, the value of all share-based awards was estimated on the date of grant using the Black-Scholes option-pricing model (Black-Scholes model) for the pro forma information required to be disclosed under FAS 123. 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.

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     If factors change and we employ different assumptions in the application of FAS 123R in future periods, the compensation expense that we record under FAS 123R may differ significantly from what we have recorded in the current period. Therefore, we 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.compensation. Option-pricing models were developed for use in estimating 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 changes in thevaluation model assumptions are subjective, input assumptions can materially affect our estimates of fair values, in our opinion, existing valuation models, including the Black-Scholes and lattice binomial models, may not provide reliable measures of the fair values of our share-based compensation awards. Consequently, there is a risk that our estimates of the fair values of our share-based compensation awards on the grant dates may bear little resemblance to the actual values realized upon the exercise, expiration, early termination or forfeiture of those share-based payments in the future. Certain share-based payments, such as employee stock options, may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our consolidated financial statements. Alternatively, value may be realized from these instruments that are significantly in excess of the fair values originally estimated on the grant date and reported in our consolidated financial statements. There is not currently a generally accepted market-based mechanism or other practical application to verify the reliability and accuracy of the estimates stemming from these valuation models, nor is there a means to compare and adjust the estimates to actual values.models. Although we estimate the fair value of employee share-based awards, is determined in accordance with FAS 123R and the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107 (SAB 107), using an option-pricing model that valuewe use may not beproduce a value that is indicative of the fair value observed in a willing buyer/willing seller market transaction.
     Estimates of share-based compensation expenses are significant to our consolidated financial statements, but these expenses are based on option valuation models and will never result in the payment of cash by us. For this reason, and because we do not view share-based compensation as related to our operational performance, we exclude estimated share-based compensation expense when evaluating the business performance of our operating segments.
     The guidance in FAS 123R and SAB 107 is relatively new, and best practices are not well established. The application of these principles may be subject to further interpretation and refinement over time. There are significant differences among valuation models, and there is a possibility that we will adopt different valuation models in the future. This may result in a lack of consistency in future periods and materially affect the fair value estimate of share-based payments. It may also result in a lack of comparability with other companies that use different models, methods and assumptions.
     Theoretical valuation models and market-based methods are evolving and may result in lower or higher fair value estimates for share-based compensation. The timing, readiness, adoption, general acceptance, reliability and testing of these methods is uncertain. Sophisticated mathematical models may require voluminous historical information, modeling expertise, financial analyses, correlation analyses, integrated software and databases, consulting fees, customization and testing for adequacy of internal controls. Market-based methods are emerging that, if employed by us, may dilute our earnings per share and involve significant transaction fees and ongoing administrative expenses. The uncertainties and costs of these extensive valuation efforts may outweigh the benefits to investors.
For purposes of estimating the fair value of stock options granted during fiscal 2006 using the binomial model,2009, we used the implied volatility of market-traded options in our stock for the expected volatility assumption input to the binomial model, consistent with the guidance in FAS 123R and SAB 107.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 was used for the expected volatility estimates for periods beyond two years. The weighted-average volatility assumption was 30.7%42.7% for fiscal 2006,2009, which if increased to 37%50%, would increase the weighted-average estimated fair value of stock options granted during fiscal 20062009 by $1.66$1.78 per share, or 11%. The volatility percentage assumed for fiscal 2006 was based on the implied volatility of traded options, as compared to the blend of implied and historical volatility data used in prior years. FAS 123Rauthoritative guidance 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

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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

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assumption was 4.6%2.6% for fiscal 2006,2009, which if increased to 6.5%,6.0% would increase the weighted-average estimated fair value of stock options granted during fiscal 20062009 by $1.19$1.42 per share, or 8%.
     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 1.0%1.5% for fiscal 2006,2009, which if decreased to 0.4%, would increase the weighted-average estimated fair value of stock options granted during fiscal 20062009 by $0.89$1.14 per share, or 6%7%. Dividends and/or increases or decreases in dividend payments are subject to board 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, 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.
     The post-vesting forfeiture rate is estimated using historical option cancellation information. The weighted-average post-vesting forfeiture rate assumption was 6.0%9.2% for fiscal 2006,2009, which if decreased to 1.5%, would increase the weighted-average estimated fair value of stock options granted during fiscal 20062009 by $0.88$1.20 per share, or 6%7%.
     The suboptimal exercise factor is estimated using historical option exercise information. The weighted-average suboptimal exercise factor assumption was 1.71.9 for fiscal 2006,2009, which if increased to 2.0,2.5, would increase the weighted-average estimated fair value of stock options granted during fiscal 20062009 by $1.06$1.21 per share or 7%.
     Income Taxes.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. We recognize liabilities for uncertain tax positions based on a two-step process. 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 2009, we recorded an income tax benefit of $155 million, adjusting our prior year estimates of uncertain tax positions as a result of various federal, state and foreign tax audits.
     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 24, 2006,27, 2009, gross deferred tax assets were $914 million.$1.5 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.
     As of September 24, 2006,27, 2009, we had gross deferred tax assets of $267$510 million related to capital loss carryforwards.losses and $23 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 2006. Therefore,2009. During fiscal 2009, we have provided a $16 milliondecreased our valuation allowance for the portion of capital losses we do not expect to utilize.utilize by $79 million to $55 million. This decrease was comprised of a $278 million net decrease in valuation allowance as a result of an increase in net unrealized gains on marketable securities, which was recorded as an increase in other comprehensive income, partially offset by a $199 million net increase in valuation allowance related to other-than-temporary impairments on investments, which was recognized

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in earnings. 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 2009. Therefore, we have provided a $17 million valuation allowance for these net operating losses. Significant judgment is required to forecast the timing and amount of future capital gains, and the timing of realization of capital losses.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 indefinitely invested 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 forWe have not recorded a deferred tax liability of approximately $3.0 billion related to the United States federal and state orincome taxes and foreign withholding taxes that may result from future remittanceson approximately $8.6 billion of undistributed earnings of foreign subsidiaries indefinitely invested outside the cumulative amount of which is approximately $2.7 billion as of September 24, 2006.United States. Should we decide to repatriate the foreign earnings, we would have to adjust the income tax provision in the period in whichwe determined that the decision to repatriate earnings of foreign subsidiaries is made.will no longer be indefinitely invested outside the United States.

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     Beginning September 26, 2005, weWe recognize 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 occurring from September 26, 2005 onward. A windfall tax benefit occurs when the actual tax benefit realized by us upon an employee’s disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award that we had recorded. When assessing whether a tax benefit relating to share-based compensation has been realized, we follow 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.
     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 theKorea Fair Trade Commission Complaint, 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 reasonably estimated at this time. Revisions in our estimates of the potential liability could materially impact our results of operations.
Acquisitions
     On January 18, 2006, we completed our acquisition of all of the outstanding capital stock of Flarion Technologies, Inc. (Flarion), a privately held developer of Orthogonal Frequency Division Multiplexing Access (OFDMA) technology for approximately $613 million in consideration, consisting of approximately $349 million in shares of QUALCOMM stock, $229 million in cash, and the exchange of Flarion’s existing vested options and warrants with an estimated aggregate fair value of approximately $35 million. In addition, we assumed Flarion’s existing unvested options with an estimated aggregate fair value of $63 million, which is recorded as share-based compensation over the requisite service period pursuant to FAS 123R. Upon achievement of certain agreed upon milestones during the third quarter of fiscal 2006, we incurred additional aggregate consideration of $197 million, consisting of approximately $185 million in cash (of which $75 million will be payable in July 2007), $8 million in shares of QUALCOMM stock (of which $3 million is issuable in March 2007), and the modification of Flarion’s existing vested options and warrants with an estimated incremental fair value of approximately $4 million. The additional amounts payable in cash and shares on the milestone date were treated as additional consideration and recorded as goodwill. In addition, the modification of Flarion’s existing unvested options resulted in an estimated incremental fair value of $7 million, which will be recorded as share-based compensation over the requisite service period pursuant to FAS 123R. The 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. The addition of Flarion’s intellectual property and engineering resources also supplements 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 $660 million at September 24, 2006, compared to $442 million at September 25, 2005. Our MediaFLO USA subsidiary, a wireless multimedia operator, is expected to begin commercial operations in 2007. QSI’s assets related to MediaFLO USA totaled $329 million and $98 million at September 24, 2006 and September 25, 2005, respectively. 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

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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.
     Key developments in our strategic investments during fiscal 2006 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.We and another investor (the Other Investor) own minority interests in Inquam Limited (Inquam), a wireless CDMA-based operator in Romania, and in Inquam’s former subsidiaries in Portugal (the Portugal Companies). We recorded $20 million, $33 million and $59 million in equity in losses of Inquam during fiscal 2006, 2005 and 2004, respectively, including a $12 million loss resulting from Inquam’s restructuring during fiscal 2006. At September 24, 2006, our equity and debt investments in Inquam and the Portugal Companies totaled $5 million, net of equity in losses. We and the Other Investor have each guaranteed 50% of a portion of amounts owed under certain of Inquam’s long-term financing arrangements, up to a combined maximum of $53 million. The guarantee expires and the facilities mature on December 25, 2011.
Fiscal 20062009 Compared to Fiscal 20052008
     Revenues.Total revenues for fiscal 20062009 were $7.53$10.42 billion, compared to $5.67$11.14 billion for fiscal 2005.2008. Revenues from threetwo customers of our QCT and QTL segments (each of whom accounted for more than 10% of our consolidated revenues for the period) comprised approximately 31% and QWI segments comprised an30% in aggregate of 39% of total consolidated revenues in fiscal 20062009 and 2005.2008, respectively.
     Revenues from sales of equipment and services for fiscal 20062009 were $4.78$6.47 billion, compared to $3.74$7.16 billion for fiscal 2005. Revenues2008. The decrease in revenues from sales of equipment and services was primarily due to a $597 million reduction in revenues from sales of integrated circuits increased $1.00 billion, resulting primarily from an increase of $1.34 billion related primarily to higher unit shipmentscircuit products, mostly consisting of MSM and accompanying RF and PM integrated circuits, partially offsetcaused by the contraction in CDMA-based channel inventory, and a $79 million decrease of $349 million related to the net effects of reductions in average sales prices and changes in product mix.
QES revenues. Revenues from licensing and royalty fees for fiscal 20062009 were $2.75$3.95 billion, compared to $1.93$3.98 billion for fiscal 2005. Revenues2008. The decrease in revenues from licensing and royalty fees increasedwas primarily asdue to a result of a $774$26 million increasedecrease in royalty revenue, consisting primarily of royalties reported to QTL by our external licensees,BREW licensing revenues resulting from an increaselower consumer demand and lower prices due to the slowdown in sales of CDMA-based products by licenseesglobal economies and the impact of the expiration of one of our royalty sharing obligations. Worldwide demand for CDMA-based products has increased primarily as a result of the growth in sales of WCDMA products into markets formerly dominated by GSM products.competitive pricing pressures.
     Cost of Equipment and Services.Cost of equipment and services revenues for fiscal 20062009 was $2.18$3.18 billion compared to $1.65$3.41 billion for fiscal 2005.2008. Cost of equipment and services revenues as a percentage of equipment and services revenues was 46%49% for fiscal 2006,2009, compared to 44%48% for fiscal 2005. The decline in margin percentage in fiscal 2006 compared to fiscal 2005 was primarily due to the effect2008. Cost of equipment and services revenues included $41 million in share-based compensation duringin fiscal 2006 as a result of the adoption of FAS123R during2009, compared to $39 million in fiscal 2006 and a decrease in QCT margin

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percentage resulting primarily from an increase in product support costs.2008. Cost of equipment and services revenues as a percentage of equipment and services revenues may fluctuate in future quarters depending on the mix of products sold and services provided, competitive pricing, new product introduction costs and other factors.

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     Research and Development Expenses.For fiscal 2006,2009, research and development expenses were $1.54$2.44 billion or 23% of revenues, compared to $2.28 billion or 20% of revenues compared to $1.01 billion or 18% of revenues for fiscal 2005. Research and development expenses for fiscal 2006 included share-based compensation of $216 million as a result of the adoption of FAS 123R during fiscal 2006 and in-process research and development of $22 million resulting from acquisitions, both of which caused the increase in research and development expenses as a percentage of revenues.2008. The dollar increase in research and development expenses also includedwas primarily attributable to a $272$129 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 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, 1xEV-DO, EV-DO Revision A, EV-DO Revision B, 1x Advanced, WCDMA, (including GSM/GPRS/EDGE), HSDPA, HSUPA, HSPA+ and OFDMA,LTE. Research and the development of our FLO technology, MediaFLO MDSexpenses in fiscal 2009 included share-based compensation and iMoD display products using MEMS technology. We expect thatin-process research and development costs will increaseof $280 million and $6 million, respectively, compared to $250 million and $14 million, respectively, in fiscal 2007 as we continue our active support of CDMA-based technologies, products and network operations and other product initiatives.2008.
     Selling, General and Administrative Expenses.For fiscal 2006,2009, selling, general and administrative expenses were $1.12$1.56 billion or 15% of revenues, compared to $631 million$1.71 billion or 11%15% of revenues for fiscal 2005. Selling, general and administrative expenses for fiscal 2006 included share-based compensation of $238 million as a result of the adoption of FAS 123R during fiscal 2006.2008. The percentage increasedollar decrease was primarily attributable to the share-based compensation. The dollar increase was also attributable to a $107$110 million increasedecrease in professional fees, primarilyof which $72 million related to litigation and other legal activities,matters, a $90$24 million increase in employee-related expenses, a $14 million increasedecrease in selling and marketing expenses and a $14$19 million decrease in other income.travel expenses. Selling, general and administrative expenses in fiscal 2009 included share-based compensation of $263 million, compared to $254 million in fiscal 2008.
     Net Investment (Loss) Income.Net investment incomeloss was $466$150 million for fiscal 2006,2009, compared to $423net investment income of $96 million for fiscal 2005.2008. The changenet decrease was primarily comprised as follows (in millions):
            
             Year Ended   
 Year Ended    September 27, September 28,   
 September 24, 2006 September 25, 2005 Change  2009 2008 Change 
Interest and dividend income:  
Corporate and other segments $513 $487 $26 
QSI $6 $4 $2  3 4  (1)
Corporate and other segments 410 252 158 
Interest expense  (4)  (3)  (1)  (24)  (22)  (2)
Net realized gains on investments:  
Corporate and other segments 107 104 3 
QSI 30 101  (71) 30 51  (21)
Corporate 106 78 28 
Other-than-temporary losses on investments  (24)  (14)  (10)
(Losses) gains on derivative instruments  (29) 33  (62)
Equity in losses of investees  (29)  (28)  (1)
Net impairment losses on investments: 
Corporate and other segments  (734)  (502)  (232)
QSI  (29)  (33) 4 
Gains on derivative instruments 1 6  (5)
Equity in (losses) earnings of investees  (17) 1  (18)
              
 $466 $423 $43  $(150) $96 $(246)
              
     The increase in interest and dividend incomeNet other-than-temporary losses 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 QSI investments in fiscal 2005 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 a wireless telecommunications company. Losses and gains on derivative instruments in fiscal 2006 and 2005, respectively, related primarily to changesdepressed securities values caused by the prolonged disruption in global 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 fair valuesavailability of put options sold in connection with our stock repurchase program. The change incapital and demand for debt and equity in losses of investees resulted primarily from the decrease in losses recognized by Inquam, of which our share was $20 million and $33 million in fiscal 2006 and 2005, respectively, partially offset by the effect of investment gains recognized by a venture fund investee in 2005, of which our share was $8 million.securities.
     Income Tax Expense.Income tax expense from continuing operations was $686$484 million for fiscal 2006,2009, compared to $666 million for fiscal 2005.2008. The annual effective tax rate was 23% for fiscal 2009, compared to 17% for fiscal 2008. The annual effective tax rate for continuing operations was approximately 22% for fiscal 2006, compared to 24% for fiscal 2005. The annual effective tax rate from continuing operations for fiscal 2006 was lower2009 is higher than the annual effective tax rate from continuing operations for fiscal 20052008 primarily due to an increasea decrease in foreign earnings taxed at less than the United States federal rate, an increase in the valuation allowance on capital losses recognized in earnings and the revaluation of net deferred tax rate.assets to reflect changes in California law, partially offset by adjustments to prior year estimates of uncertain tax positions as a result of tax audits during fiscal 2009.

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     The annual effective tax rate for fiscal 20062009 of 23% is less than the United States federal statutory rate primarily due to benefits of approximately 20% related to foreign earnings taxed at less than the United States federal rate, 7% related to adjustments to prior year estimates of uncertain tax positions as a result of tax audits during the year and 5% related to research and development tax credits, partially offset by an increase in valuation allowance related to capital losses of 11%, the revaluation of net deferred items of 4% and state taxes of approximately 5%.
Fiscal 2008 Compared to Fiscal 2007
Revenues.Total revenues for fiscal 2008 were $11.14 billion, compared to $8.87 billion for fiscal 2007. Revenues from 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 approximately 30% and 27% in aggregate of total consolidated revenues in fiscal 2008 and 2007, respectively.
     Revenues from sales of equipment and services for fiscal 2008 were $7.16 billion, compared to $5.77 billion for fiscal 2007. The increase in revenues from sales of equipment and services was 13%primarily due to a $1.41 billion increase in revenues from sales of integrated circuit products, mostly consisting of MSM and accompanying RF and PM integrated circuits. Revenues from licensing and royalty fees for fiscal 2008 were $3.98 billion, compared to $3.11 billion for fiscal 2007. The increase in revenues from licensing and royalty fees primarily related to an increase in sales of CDMA-based products reported by QTL’s licensees other 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 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 MediaFLO 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.
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):

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  Year Ended     
  September 28,  September 30,     
  2008  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 
Net impairment 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 the major disruption in global financial markets.
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 17%22% related to foreign earnings taxed at less than the United States federal rate, 1% related to an increase in tax benefits resulting from our increased ability to use our capital loss carryforwards and 1% related to research and development tax credits, partially offset by state taxes of approximately 5%4% and other permanent differences of 1%.
     As of September 24, 2006, we had a valuation allowance of $16 million on previously incurred capital losses due related 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 changean increase in the valuation allowance may impact the provisionallowance.
Our Segment Results for income taxes in the period the change occurs.
Fiscal 20052009 Compared to Fiscal 20042008
     The following should be read in conjunction with the fiscal 2009 and 2008 financial results for each reporting segment. See “Notes to Consolidated Financial Statements — Note 10 — Segment Information.”
     Revenues.QCT Segment.TotalQCT revenues for fiscal 20052009 were $5.67$6.14 billion, compared to $4.88$6.72 billion for fiscal 2004. Revenues from three customers of our QCT, QTL and QWI segments comprised an aggregate of 39% of total consolidated revenues in fiscal 2005, compared to 40% of total consolidated revenues in fiscal 2004.
     Revenues from sales of equipment2008. Equipment and services for fiscal 2005 were $3.74 billion, compared to $3.51 billion for fiscal 2004. Revenues from sales of integrated circuits increased $165 million, resulting primarily from an increase of $396 millionrevenues, mostly related to higher unit shipmentssales of MSM and accompanying RF and PM integrated circuits, were $5.93 billion for fiscal 2009, compared to $6.53 billion for fiscal 2008. The decrease in equipment and services revenues resulted primarily from a $770 million decrease related to lower unit shipments, caused by the contraction in CDMA-based channel inventory. This decrease was partially offset by an increase of $113 million related to the net effects of changes in product mix and the average selling prices of such products. Approximately 317 million MSM integrated circuits were sold during fiscal 2009, compared to approximately 336 million for fiscal 2008.
     QCT earnings before taxes for fiscal 2009 were $1.44 billion, compared to $1.83 billion for fiscal 2008. QCT operating income as a percentage of its revenues (operating margin percentage) was 23% in fiscal 2009, compared to 27% in fiscal 2008. The decrease in operating margin percentage was primarily due to increased research and development expenses while revenues declined.
     QCT inventories decreased by 10% in fiscal 2009 from $453 million to $408 million primarily due to the net effects of changes in integrated circuit product mix and a decrease in average unit costs.
QTL Segment.QTL revenues for fiscal 2009 were $3.61 billion, compared to $3.62 billion for fiscal 2008. QTL earnings before taxes for fiscal 2009 were $3.07 billion, compared to $3.14 billion for fiscal 2008. QTL operating margin percentage was 85% in fiscal 2009, compared to 87% in fiscal 2008. The decrease in earnings before taxes was primarily attributable to an increase in amortization related to acquired patents, partially offset by a decrease of $241 million related to the effects of reductions in 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.
     Revenues from licensing and royalty fees for fiscal 2005 were $1.93 billion, compared to $1.37 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. The increase in royalty revenue year to year resulted 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 due to an increase in sales of CDMA products by licensees, resulting from higher worldwide demand for CDMA products at higher average selling prices due primarily to the growth in sales of high-end WCDMA products and shifts in the geographic distribution of sales of CDMA products.
Cost of Equipment and Services.Cost of equipment and services revenues for fiscal 2005 was $1.65 billion, compared to $1.48 billion for fiscal 2004. Cost of equipment and services revenues as a percentage of equipment and services revenues was 44% for fiscal 2005, compared to 42% 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.
Research and Development Expenses.For fiscal 2005, research and development expenses were $1.01 billion or 18% of revenues, compared to $720 million or 15% of revenues for fiscal 2004. The dollar and percentage increases in research and development expenses primarily resulted from a $275 million increase in costs related to the development of integrated circuit products and other initiatives to support lower cost phones, multimedia applications, high-speed wireless Internet access and multimode, multiband, multinetwork products and technologies, including CDMA2000 1X, 1xEV-DO, WCDMA, HSDPA, GSM/GPRS/EDGE and OFDMA, and the development of our FLO technology, MediaFLO MDS and iMoD display products using MEMS technology.
Selling, General and Administrative Expenses.For fiscal 2005, selling, general and administrative expenses were $631 million or 11% of revenues, compared to $547 million or 11% of revenues for fiscal 2004. The dollar increase was primarily due to a $38 million increase in professional fees primarily patent administrationrelated to litigation and outside consultants,other legal matters, which resulted in a $33 million increasecorresponding decline in employee-related expenses, and a $13 million decrease in other income.operating margin percentage.

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     Net Investment Income.QWI Segment.Net investment income was $423QWI revenues for fiscal 2009 were $641 million, compared to $785 million for fiscal 2005, compared to $184 million for fiscal 2004. The change was primarily comprised as follows (in millions):
             
  Year Ended    
  September 25, 2005  September 26, 2004  Change 
Interest and dividend income:            
QSI $4  $14  $(10)
Corporate and other segments  252   161   91 
Interest expense  (3)  (2)  (1)
Net realized gains on investments:            
QSI  101   56   45 
Corporate  78   32   46 
Other-than-temporary losses on investments  (14)  (12)  (2)
Gains on derivative instruments  33   7   26 
Equity in losses of investees  (28)  (72)  44 
          
  $423  $184  $239 
          
     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 increase in the positive performance 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 a wireless telecommunications company. Gains on derivative instruments in 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 investees2008. Revenues decreased primarily due to a $79 million decrease in losses incurred by Inquam,QES revenues and a $71 million decrease in QIS revenues. The decrease in QES revenues was primarily attributable to a $50 million decrease in revenues from hardware product sales, due to a 47,500-unit reduction, or 52%, in the number of which our shareunits shipped, and a $21 million decrease in messaging revenue. The decrease in QIS revenues was $33primarily attributable to a $45 million decrease in QChat revenues resulting primarily from decreased development efforts under the licensing agreement with Sprint and a $30 million decrease in BREW revenues resulting from lower consumer demand and lower prices due to the slowdown in global economies and competitive pricing pressures.
     QWI earnings before taxes for fiscal 2009 was $20 million, compared to a loss before taxes of $1 million for fiscal 2005 as2008. QWI operating margin percentage was 3% in fiscal 2009, compared to $59zero percent in fiscal 2008. The increase in QWI earnings before taxes was primarily attributable to a decrease in selling, general and administrative expenses and research and development expenses at QIS and QES, partially offset by an increase in the operating loss of Firethorn. The increase in QWI operating margin percentage was primarily attributable to improvements in QIS and QES gross margin percentage, partially offset by an increase in the operating loss of Firethorn.
QSI Segment. QSI revenues for fiscal 2009 were $29 million, compared to $12 million for fiscal 2004.
Income Tax Expense.Income tax expense from continuing operations2008. QSI loss before taxes for fiscal 2009 was $666$361 million, compared to $304 million for fiscal 2005, compared2008. QSI revenues are attributable to $588our FLO TV subsidiary. QSI loss before taxes increased by $57 million for fiscal 2004. 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 was lower than the annual effective tax rate from continuing operations for fiscal 2004 primarily due to ana $39 million increase in foreign earnings taxed at less than the United States federal tax rate.
     The annual effective tax rate for fiscal 2005 was 11% lower than the United States federal statutory rate primarily duenet investment losses (unrelated to benefits of approximately 10% related to foreign earnings taxed at less than the United States federal rate, 3% related toFLO TV) and an $18 million increase in tax benefits resulting from our increased ability to use our capitalFLO TV subsidiary’s loss carryforwards and 2% related to research and development tax credits, partially offset by state taxes of approximately 4%.
     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.before taxes.
Our Segment Results for Fiscal 20062008 Compared to Fiscal 20052007
     The following should be read in conjunction with the financial results of fiscal 20062008 and 20052007 for each reporting segment. See “Notes to Consolidated Financial Statements, Note 10 Segment Information.”
     QCT Segment.QCT revenues for fiscal 20062008 were $4.33$6.72 billion, compared to $3.29$5.28 billion for fiscal 2005.2007. Equipment and services revenues, primarily frommostly consisting of MSM and accompanying RF and PM integrated circuits, were $4.20$6.53 billion for fiscal 2006,2008, compared to $3.20$5.12 billion for fiscal 2005.2007. The increase in equipment and services revenue wasrevenues resulted primarily comprised offrom an increase of $1.34$1.23 billion related to higher unit shipments partially offset by a decreaseand an increase of $349$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 207336 million MSM integrated circuits were sold during fiscal 2006,2008, compared to approximately 151253 million for fiscal 2005.2007.
     QCT’sQCT earnings before taxes for fiscal 20062008 were $1.13$1.83 billion, compared to $852 million$1.55 billion for fiscal 2005. QCT’s2007. QCT operating income as a percentage of its revenues (operating margin percentage) was 26% during both27% in fiscal 2006 and 2005.2008, compared to 29% in fiscal 2007. The decrease in operating margin percentage remained consistent as thewas primarily due to a decrease in gross margin percentage decrease, resulting

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primarily fromrelated to an increase in reserves for excess and obsolete inventory and product support costs, was offsetcosts.
     QCT inventories increased by a decrease17% in researchfiscal 2008 from $387 million to $453 million primarily due to the shift in our manufacturing business model from turnkey to IFM and developmentthe related work-in process which includes purchased die and selling, generalrelated back-end assembly and administrative expenses as a percentage oftest manufacturing services needed to complete QCT revenue.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 20062008 were $2.63$3.62 billion, compared to $1.84$2.77 billion for fiscal 2005. QTL’s2007. QTL earnings before taxes for fiscal 20062008 were $2.40$3.14 billion, compared to $1.66$2.34 billion for fiscal 2005. QTL’s2007. QTL operating margin percentage was 91%87% in fiscal 2006 as2008, compared to 90%84% in fiscal 2005.2007. The increase in both revenues from licensing and earnings before taxesroyalty fees primarily resulted from a $774 million increase in royalties reportedrelated to us by our licensees which were $2.42 billion in fiscal 2006, compared to $1.64 billion in fiscal 2005. The increase in royalty revenue relates to thean increase in sales of CDMA-based products reported by QTL licensees other than Nokia, driven by the continued adoption of WCDMA at higher average selling prices than CDMA and fluctuations in currency exchange rates. In addition, QTL revenues from licensing and royalties in fiscal 2008 included $560 million (attributable to both fiscal 2008 and 2007) related to the new agreement 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. The increase in earnings before taxes was primarily attributable to the increase in revenues and the impacteffect of the expiration of one of our royalty sharing obligations. Revenues from amortized license fees were $50 millionbad debt expenses recognized in fiscal 2006, compared to $69 million2007, partially offset by increases in fiscal 2005. Other revenues were comprised of intersegment royalties.research and development expenses and patent costs, which resulted in a corresponding increase in operating margin percentage.
     QWI Segment.QWI revenues for fiscal 20062008 were $670$785 million, compared to $644$828 million for fiscal 2005.2007. Revenues increaseddecreased primarily due to a $41$78 million decrease in QES revenues, partially offset by a $27 million increase in QIS revenue,revenues. The decrease in QES revenues was primarily attributable to an $88 million decrease in revenues from product sales, partially offset by a decreasean $11 million increase in QWBS revenue of $12 million.messaging revenues. QES shipped approximately 91,200 terrestrial-based and satellite-based systems during fiscal 2008, compared to approximately 190,300 terrestrial-based and satellite-based systems in fiscal 2007. The increase in QIS revenuerevenues was primarily

53


attributable to increases in QChat revenues resulting from increased development efforts under a $28 million increase in fees related tolicensing agreement with Sprint and our expanded BREW customer base and products and a $17 million increase in QChat revenue resulting from increased development efforts under the licensing agreement with Sprint. The decrease in QWBS revenue was primarily attributable to a $26 million decrease in equipment revenue, which includes a $19 million decrease in amortization of deferred revenues related to historical equipment sales, partially offset by a $14 million increase in messaging services revenue. QWBS shipped approximately 42,100 satellite-based systems and 39,600 terrestrial-based systems during fiscal 2006, compared to approximately 46,800 satellite-based systems and 62,500 terrestrial-based systems in fiscal 2005.products.
     QWI’s earningsQWI loss before taxes for fiscal 2006 were $802008 was $1 million, compared to $57earnings before taxes of $88 million for fiscal 2005. QWI’s2007. QWI operating margin percentage was 12%zero percent in fiscal 2006,2008, compared to 9%11% in fiscal 2005.2007. The increasedecrease in QWI earnings before taxes was primarily due to the decrease in revenues, a $39$30 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 the effect of a $13 million increase in QWI research and development and selling, general and administrative expenses. The increase in QWI’s operating margin percentage was primarily due to the increase in QIS gross margin.
QSI Segment.QSI’s losses before taxes from continuing operations for fiscal 2006 were $133 million, compared to earnings before taxes from continuing operations of $10 million for fiscal 2005. QSI’s losses before taxes from continuing operations included a $55 million increase in our MediaFLO USA subsidiary’s operating expenses. During fiscal 2006, QSI recorded $30 million in realized gains on marketable securities and other investments, compared to $101 million in fiscal 2005.
Our Segment Results for Fiscal 2005 Compared to Fiscal 2004
     The following should be read in conjunction with the financial results of fiscal 2005 and 2004 for each reporting segment. See “Notes to Consolidated Financial Statements, Note 10 – Segment Information.”
QCT Segment.QCT revenues for fiscal 2005 were $3.29 billion, compared to $3.11 billion for fiscal 2004. Equipment and services revenues, primarily from MSM and accompanying RF integrated circuits, were $3.20 billion for fiscal 2005, compared to $3.04 billion for fiscal 2004. The increase in equipment and services revenue was comprised of $396 million related to higher unit shipments, partially offset by a decrease of $241 million related to the effects of reductions in average sales prices and changes in product mix. Approximately 151 million MSM integrated circuits were sold during fiscal 2005, compared to approximately 137 million for fiscal 2004.
     QCT’s earnings before taxes for fiscal 2005 were $852 million, compared to $1.05 billion for fiscal 2004. QCT’s operating income as a percentage of its revenues (operating margin percentage) was 26% in fiscal 2005, compared to 34% in fiscal 2004. The decline in operating margin percentage in fiscal 2005 as compared to fiscal 2004 was primarily the result of a 45% increase in research and development expenses for fiscal 2005 as compared to fiscal 2004, mainly related to increased investment in new integrated circuitour BREW products and technology research and development initiatives 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.
QTL Segment.QTL revenues for fiscal 2005 were $1.84 billion, compared to $1.33 billion for fiscal 2004. QTL’s earnings before taxes for fiscal 2005 were $1.66 billion, compared to $1.20 billion for fiscal 2004. QTL’s operating margin percentage was 90% during both fiscal 2005 and 2004. The increase in both revenues and earnings

58


before taxes primarily resulted from a $350$34 million increase in royalties reported to us by our external licensees andoperating expenses as a result of the effectacquisition 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 inFirethorn during the first quarter of fiscal 2004, but estimated and recorded as revenue2008, all of which contributed to a corresponding decline in the fourth quarter of fiscal 2003. Royalties reported to us by external licensees in fiscal 2005 were $1.64 billion, 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 CDMA products by licensees, resulting from higher worldwide demand for CDMA products at higher average selling prices due primarily to the growth of higher priced WCDMA sales and shifts in the geographic distribution of sales of CDMA products. Revenues from amortized license fees were $69 million in fiscal 2005, as compared to $59 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.QSI SegmentQWI. QSI revenues for fiscal 20052008 were $644$12 million, compared to $571$1 million for fiscal 2004. Revenues increased primarily due to a $37 million increase in QIS revenue and a $27 million increase in QWBS revenue. The increase in QIS revenue was primarily attributable to a $41 million increase in fees2007, related to the commencement of our expanded BREW customer base and products. The increaseFLO TV service in QWBS revenue was primarily attributable to a $16 million increase in equipment revenue, net of a $24 million decrease in amortization of deferred 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 earningsMarch 2007. QSI loss before taxes for fiscal 2005 were $572008 was $304 million, compared to $19$240 million for fiscal 2004. QWI’s operating margin percentage was 9% in fiscal 2005, compared to 3% in fiscal 2004. The increases in QWI earnings2007. QSI loss before taxes and operating margin percentage were primarily due toalso included a $39$71 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 remain in San Diego.
QSI Segment.QSI’s earningsFLO TV subsidiary’s loss before taxes from continuing operations for fiscal 2005 were $10 million, compared to losses before taxes from continuing operationscomprised primarily of $31 million for fiscal 2004. During fiscal 2005, QSI recorded $101an increase of $50 million in realized gains on marketable securitiescost of equipment and other investments, compared to $56 million in fiscal 2004. Equity in losses of investees decreased by $43 million primarily due toservices revenues and a decrease in losses incurred by 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. QSI’s earnings before taxes from continuing operations also included a $42$22 million increase in MediaFLO USA operatingresearch and development expenses.
Liquidity and Capital Resources
     Our principal sources of liquidity are our existing cash, cash equivalents and marketable securities, cash generated from operations and proceeds from the issuance of common stock under our stock option and employee stock purchase plans. Cash, and cash equivalents and marketable securities were $9.9$17.7 billion at September 24, 2006,27, 2009, an increase of $1.3$6.5 billion from September 25, 2005.28, 2008. Our cash, and cash equivalents and marketable securities at September 24, 200627, 2009 consisted of $3.8$7.9 billion held by foreign subsidiariesdomestically with the remaining balance of $6.1$9.8 billion held domestically.by foreign subsidiaries. Due to income tax considerations, we derive liquidity for operations primarily from domestic cash flow and investments held domestically. CashTotal cash provided by operating activities was $3.3increased to $7.2 billion during fiscal 2006,2009, compared to $2.7$3.6 billion during fiscal 2005. The increase was2008 primarily attributabledue to higher net income (netcollection of non-cash share-based

59


compensation expense)a $2.5 billion licensing receivable paid in fiscal 2006. Net proceeds from the issuance of common stock under our stock option and employee stock purchase plans was $692 million during fiscal 2006, compared to $386 million during fiscal 2005.October 2008.
     On November 7, 2005,During fiscal 2009, we authorized the repurchase of up to $2.5 billionrepurchased and retired 8,920,000 shares of our common stock under a stock repurchase program with no expiration date. During fiscal 2006, we repurchased and retired 34,000,000 shares of common stock for $1.5 billion.$284 million. At September 24, 2006,27, 2009, approximately $0.9$1.7 billion remained authorized for repurchases under our stock repurchase program. The stock repurchase program net of put options outstanding.has no expiration date. We willintend to continue to actively evaluate repurchasesrepurchase shares of our common stock under this program.program subject to capital availability and periodic determinations that such repurchases are in the best interest of our stockholders.
     We declared and paid dividends totaling $698 million, $524$1.1 billion, $982 million and $307$862 million, or $0.42, $0.32$0.66, $0.60 and $0.19$0.52 per common share, during fiscal 2006, 20052009, 2008 and 2004,2007, respectively. On October 5, 2006,2, 2009, we announced a cash dividend of $0.12$0.17 per share on our common stock, payable on January 4, 2007December 23, 2009 to stockholders of record as of December 7, 2006.November 25, 2009. We intend to continue to pay quarterly dividends subject to capital availability and periodic determinations that cash dividends are in the best interest of our stockholders.
     Since September 2007, there has been a prolonged disruption in global financial markets that has contributed to a major crisis in debt and equity capital markets and a global economic recession. This period of economic weakness has impacted the value of our marketable securities. At September 27, 2009, gross unrealized gains on marketable securities were $870 million and gross unrealized losses were $196 million. At September 27, 2009, we concluded that the unrealized losses were temporary. Our relative weighting of these factors is reassessed when market or economic conditions change. Further, for equity securities, equity mutual and exchange-traded funds and debt mutual funds with unrealized losses, we have the ability and the intent to hold such securities until they recover, which is expected to be within a reasonable period of time. For debt securities with unrealized losses, we do not have the intent to sell, nor is it more likely than not that we will be required to sell, such securities. As a result, we do not believe the decline in the fair value of our marketable securities will materially affect our liquidity.
Accounts receivable increaseddecreased by 29%83% during fiscal 2006.2009 primarily due to collection of a $2.5 billion licensing receivable, partial payment of amounts receivable for redemptions of money market funds and reclassification of the remaining net balance of these investment receivables to other assets, and a decrease of approximately $580 million in other accounts receivable. Days sales outstanding on a consolidated basis,related to these other accounts receivable were 2923 days at September 24, 2006,27, 2009 compared to 3034 days at September 25, 2005.28, 2008. The increasedecrease in other trade accounts receivable wasand the related days sales outstanding were primarily due to the increase in revenue in fiscal 2006 as compared to fiscal 2005 and the timing of cash receipts for royalty receivables. The change in daysrelated to sales outstanding is consistent with the increases in revenue and accounts receivable.
     On January 18, 2006, we completed our acquisition of Flarion, a developer of OFDMA technology, for approximately $613 million in consideration, including approximately $229 million in cash. Upon achievement of certain agreed upon milestones during the third quarter of fiscal 2006, we incurred additional aggregate consideration of $197 million, including approximately $185 million in cash (of which $75 million will be payable in July 2007).
     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.integrated circuits.
     We believe our current cash and cash equivalents, marketable securities and our expected cash flow generated from operations, in addition to our substantial untapped debt capacity, 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 $2.4 billion in fiscal 2009 and $2.3 billion in fiscal 2008, and

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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. Capital expenditures were $761 million in fiscal 2009 and $1.4 billion in fiscal 2008. Our purchase obligations for fiscal 2010, some of which relate to research and development activities and capital expenditures, totaled $893 million, at September 27, 2009. Pursuant to the Settlement and Patent License and Non-Assert Agreement with Broadcom, we are obligated to pay a remaining $648 million ratably through April 2013. Cash used for strategic investments and acquisitions, net of cash acquired, was $54 million in fiscal 2009 and $298 million in fiscal 2008, and we expect to continue making strategic investments and acquisitions to open new markets for our technology, expand our technology, obtain development resources, grow our patent portfolio or pursue new business 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 sheets or fully disclosed in the notes to our consolidated financial statements. We have no material off-balance sheet arrangements as defined in S-K 303(a)(4)(ii).
     At September 24, 2006,27, 2009, our outstanding contractual obligations included (in millions):
Contractual Obligations
Payments Due By Fiscal Period
                                                
 No  No 
 Fiscal Fiscal Fiscal Beyond Expiration  Beyond Expiration 
 Total 2007 2008-2009 2010-2011 Fiscal 2011 Date  Total 2010 2011-2012 2013-2014 2014 Date 
Purchase obligations(1)
 $829 $663 $110 $38 $18 $  $1,207 $893 $234 $25 $55 $ 
Operating leases 291 71 74 49 97  
Other commitments(2)
 42    26 16 
Operating lease obligations 450 84 99 44 223  
Equity funding commitments(2)
 4     4 
                          
Total commitments 1,162 734 184 87 141 16  1,661 977 333 69 278 4 
                          
  
Capital leases(3)
 125 3 6 8 108  
Capital lease obligations(3)
 446 14 27 28 377  
Other long-term liabilities (4)(5)
 47  45  2   660 188 344 118 9 1 
                          
Total recorded liabilities 172 3 51 8 110   1,106 202 371 146 386 1 
                          
Total $1,334 $737 $235 $95 $251 $16  $2,767 $1,179 $704 $215 $664 $5 
                          
 
(1) Total purchase obligations include $593$683 million in commitments to purchase integrated circuit product inventories.

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(2) Certain of theseThese 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.
 
(3) Amounts represent future minimum lease payments including interest payments. Capital lease obligations are included in other liabilities in the consolidated balance sheet at September 24, 2006.27, 2009.
 
(4) Certain long-term liabilities reflected on our balance sheet, such as unearned revenue,revenues, are not presented in this table because they do not require cash settlement in the future. Other long-term liabilities as presented in this table include the related current portions.
(5)Our consolidated balance sheet at September 27, 2009 included a $47 million noncurrent liability for uncertain tax positions, all of which 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 24, 200627, 2009 is provided in the notes to our consolidated financial statements. See “Notes to Consolidated Financial Statements, Note 4 – Investments in Other Entities and Note 9 Commitments and Contingencies.”
Future Accounting Requirements
     In July 2006,December 2007, the FASB issued FASB Interpretation No. 48 (FIN 48) “AccountingFinancial Accounting Standards Board (FASB) revised the authoritative guidance for Uncertaintybusiness combinations, which establishes principles and requirements for how the acquirer in Income Taxes” which prescribes a recognition thresholdbusiness combination (i) recognizes and measurement process for recordingmeasures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (iii) determines what information to disclose to enable users of the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, FIN 48 providesevaluate the nature and financial effects of the business combination. The guidance on the derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The accounting provisions of FIN 48 will be effective for usour fiscal 2010 beginning October 1, 2007.September 28, 2009 and will change our accounting treatment for business combinations on a prospective basis.
     The cumulative effectFASB issued authoritative guidance for fair value measurements in September 2006, 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. We adopted the provisions of initially adopting FIN 48the guidance for financial assets and liabilities effective September 29, 2008 but elected a partial deferral under the provisions related to nonfinancial

55


assets and liabilities that are measured at fair value on a nonrecurring basis, including goodwill, wireless licenses, other intangible and long-lived assets, guarantees and asset retirement obligations. The adoption of this guidance in fiscal 2010 on such nonfinancial assets and liabilities is not expected to have a significant impact on our consolidated financial statements.
     In September 2009, the FASB ratified the final consensus reached by the Emerging Issues Task Force (EITF) that revised the authoritative guidance for revenue arrangements with multiple deliverables. The guidance addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how the arrangement consideration should be allocated among the separate units of accounting. The guidance will be recorded as an adjustment to opening retained earnings in the year ofeffective for our fiscal 2011 beginning September 27, 2010 with early adoption and will be presented separately. Only tax positions that meet the more likely than not recognition threshold at the effective datepermitted. The guidance may be recognized upon adoption of FIN 48.applied retrospectively or prospectively for new or materially modified arrangements. We are in the process of evaluating early prospective adoption and determining the effect,effects, if any, the adoption of FIN 48the guidance will have on our consolidated financial statements.
     In September 2009, the FASB also ratified the final consensus reached by the EITF that modifies the scope of the software revenue recognition guidance to exclude (a) non-software components of tangible products and (b) software components of tangible products that are sold, licensed or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. The guidance will be effective for our fiscal 2011 beginning September 27, 2010 with early adoption permitted. The guidance may be applied retrospectively or prospectively for new or materially modified arrangements. We are in the process of evaluating early prospective adoption and determining the effects, if any, the adoption of the guidance will have on our consolidated financial statements.
Item 7A.Quantitative and Qualitative Disclosures about Market Risk
Item 7A. QuantitativeCredit Market Risk.Since September 2007, there has been a prolonged disruption in global financial markets that has led to a major crisis in debt and Qualitative Disclosures about Market Riskequity capital markets and a global economic recession. This period of economic weakness has impacted the value of most types of investment- and non-investment-grade bonds and debt obligations and mortgage- and asset-backed securities. At September 27, 2009, we held a significant portion of our corporate cash in diversified portfolios of fixed- and floating-rate, investment-grade marketable securities, mortgage- and asset-backed securities, non-investment-grade bank loans and bonds, preferred stocks and other securities that have been affected by these credit market concerns and had temporary gross unrealized losses of $39 million. Although we consider these unrealized losses to be temporary, there is a risk that we may incur net 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.
     Interest Rate Risk.We invest 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. We deposit our cash primarily with one major institution. 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. IfAs interest rates in the general economy were to weakenhave dropped significantly over the past several months, our floating interest-bearing securities are earning less interest income. When the general economy weakens significantly, as it has recently, the credit profile, financial strength and growth prospects of certain issuers of interest-bearing securities held in our investment portfolios 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.
     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  
 2007 2008 2009 2010 2011 Thereafter Maturity Total Value 2010 2011 2012 2013 2014 Thereafter Maturity Total
Fixed interest-bearing securities:  
Cash and cash equivalents $482 $ $ $ $ $ $ $482 $482  $470 $ $ $ $ $ $ $470 
Interest rate  5.3%   0.4% 
Available-for-sale securities:  
Investment grade $2,138 $436 $238 $39 $12 $10 $267 $3,140 $3,140  $1,481 $1,195 $673 $235 $669 $250 $2,600 $7,103 
Interest rate  4.1%  4.6%  5.2%  5.0%  5.2%  7.3%  4.9%   2.0%  2.9%  3.6%  4.7%  4.6%  6.8%  2.7% 
Non-investment grade $2 $13 $37 $30 $61 $352 $ $495 $495  $15 $27 $30 $88 $133 $713 $29 $1,035 
Interest rate  7.2%  5.8%  6.8%  7.7%  7.5%  8.0%   9.2%  12.7%  11.0%  10.5%  10.2%  10.8%  0.7% 
Floating interest-bearing securities:  
Cash and cash equivalents $999 $ $ $ $ $ $ $999 $999  $2,004 $ $ $ $ $ $ $2,004 
Interest rate  5.3%   0.2% 
Available-for-sale securities:  
Investment grade $157 $116 $192 $52 $3 $87 $348 $955 $955  $794 $742 $227 $14 $ $321 $619 $2,717 
Interest rate  5.0%  5.3%  5.6%  5.6%  5.8%  5.8%  5.5%   1.2%  1.1%  0.9%  0.4%  8.6%  3.7% 
Non-investment grade $10 $14 $12 $26 $65 $258 $512 $897 $897  $6 $12 $79 $204 $348 $162 $894 $1,705 
Interest rate  6.4%  6.7%  6.6%  6.5%  7.1%  7.1%  7.2%   26.6%  7.6%  6.8%  6.8%  7.2%  9.1%  4.2% 
     Cash and cash equivalents and available-for-sale securities are recorded at fair value.
     Equity Price Risk.The prolonged disruption in global financial markets has 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 ofWe have made investments in marketable equity securities increased to $1.34 billion at September 24, 2006 from $1.16 billion at September 25, 2005. The recorded value of equity mutual fund shares increased to $1.52 billion at September 24, 2006 from $293 million at September 25, 2005. Our diversified investments in 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 24, 200627, 2009 would cause a corresponding 10% decrease in the carrying amounts of these securities or $285of $247 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 September 27, 2009, 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 $93 million at September 24, 2006, compared to $121 million at September 25, 2005.
     In connection with our stock repurchase program, we sell put options that may require us to repurchaseequity mutual and exchange-traded fund shares of our common stock at fixed prices. These written put options subject us to equity price risk. At September 24, 2006, we had two outstanding put options, enabling holders to purchase 2,000,000 shares of our common stock upon exercise forwere approximately $89 million (net of the option premiums received). The put option liabilities, with a fair value of $19 million at September 24, 2006, were included in other current liabilities. If the fair value of our common stock at September 24, 2006 decreased by 10%, the amount required to physically settle the put options would exceed the fair value of the shares by $21 million, net of the $6 million in premiums received.
     Additional information regarding our strategic investments is provided in Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report.$157 million.
     Foreign Exchange Risk.We manage our exposure to foreign exchange market risks, when deemed appropriate, through the use of derivative financial instruments, consisting primarily ofincluding 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 24, 2006,27, 2009, we had no foreign currency forward contracts outstanding. At September 24, 2006, thea net recorded valueliability of our$28 million related to foreign currency option contracts that hedge thewere designated as hedges of foreign currency risk on royalties earned from certain international licensees on their sales of CDMA and WCDMA products wasproducts. Counterparties to our derivative contracts are all major institutions. In the event of the financial insolvency or distress of a liability of $2 million.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

62


were to change unfavorably by 20% in each of our hedged foreign currencies, we would incur a loss of approximately $3$19 million resulting from a decrease in the fair value of the portion of our hedges that would be rendered ineffective. See “Notes to Consolidated Financial Statements, Note 1 The Company and Its Significant Accounting Policies” for a description of our foreign currency accounting policies.
     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.

57


     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
Item 8.Financial Statements and Supplementary Data
     Our consolidated financial statements at September 24, 200627, 2009 and September 25, 200528, 2008 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-33.F-31.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     None.
Item 9A. Controls and Procedures
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 24, 2006.27, 2009.
     PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the consolidated financial 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 24, 2006,27, 2009, as stated in theirits report which appears on pages F-1 and F-2.page 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 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;

63


 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.
     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 20062009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Item 9B.Other Information
     None.

6458


PART III
Item 10. Directors and Executive Officers of the Registrant
Item 10.Directors and Executive Officers and 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 20072010 (the “2007“2010 Proxy Statement”) under the heading “Election of Directors.” Information regarding executive officers is set forth in Item 1 of Part I of this Report under the caption “Executive Officers.” The information regarding our code of ethics is incorporated by reference to the 20072010 Proxy Statement under the heading “Code of Ethics.”
Item 11. Executive Compensation
Item 11.Executive Compensation
     The information required by this item is incorporated by reference to the 20072010 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
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 20072010 Proxy Statement under the headings “Equity Compensation Plan Information” and “Stock Ownership of Certain Beneficial Owners and Management.”
Item 13. Certain Relationships and Related Transactions
Item 13.Certain Relationships and Related Transactions, and Director Independence
     The information required by this item is incorporated by reference to the 20072010 Proxy Statement under the heading “Certain Relationships and Related Person Transactions.”
Item 14. Principal Accounting Fees and Services
Item 14.Principal Accounting Fees and Services
     The information required by this item is incorporated by reference to the 20072010 Proxy Statement under the heading “Fees Paid to PricewaterhouseCoopers LLP.for Professional Services.

6559


PART IV
Item 15. Exhibits and Financial Statement Schedule
Item 15.Exhibits and Financial Statement Schedule
The following documents are filed as part of this report:
     
  Page
  Number
(a) Financial Statements:    
  F-1 
F-2
  F-3 
  F-4 
  F-5 
  F-6 
F-7
(2) Schedule II-Valuation and Qualifying Accounts  S-1 
     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 consolidated financial statements.
(b) 
(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. (4)(3)
   
10.1 Form of Indemnity Agreement between the Company, each director and certain officers. (4)(5)(6)
   
10.2 1991 Stock Option Plan, as amended.(5)(7) (4)(6)
   
10.4 Form of Stock Option Grant under the 1991 Stock Option Plan.(5)(7)
10.21Executive Retirement Matching Contribution Plan, as amended.(5)(7)
10.221996 Non-qualified Employee Stock Purchase Plan, as amended.(5)(7) (4)(6)
   
10.29 1998 Non-Employee Director’s Stock Option Plan, as amended.(5)(8) (4)(7)
   
10.40 Form of Stock Option Grant Notice and Agreement under the 2001 Stock Option Plan.(5)(7)
10.412001 Employee Stock Purchase Plan, as amended.(5)(7) (4)(6)
   
10.43 Form of Stock Option Grant Notice and Agreement under the 2001 Non-Employee Directors’ Stock Option Plan.(5)(9) (4)(8)
   
10.55 2001 Stock Option Plan, as amended.(5)(10) (4)(7)
   
10.58 Form of Annual Grant under the 1998 Non-Employee Directors’ Stock Option Plan.(5)(7) (4)(6)
   
10.63 Summary of Changes to Non-Employee Director Compensation Program.(5)(11) (4)(9)
   
10.66 2001 Non-Employee Directors’ Stock Option Plan, as amended.(5)(12)
10.70Amended and Restated Rights Agreement dated September 26, 2005 between the Company and Computershare Investor Services LLC, as Rights Agent.(3) (4)(10)
   
10.71 Voluntary Executive Retirement Contribution Plan, as amended.(5) (4)(11)
10.80Form of Grant Notice and Restricted Stock Unit Agreement under the 2006 Long-Term Incentive Plan. (4)(12)
10.82Amended and Restated Qualcomm Incorporated 2001 Employee Stock Purchase Plan. (4)(13)
   
10.7210.83 2005 BonusesAmended and 2006 Annual Base Salary for NamedRestated Executive Officers and Summary of 2006 Annual Bonus Program.(5)(14)Retirement Matching Contribution Plan. (4)(13)
   
10.7310.84 2006 Long-Term Incentive Plan.(2)(5)
10.74FormsForm of Grant Notice and Stock Option Agreement under the 2006 Long-Term Incentive Plan.(2)(5) (4)

66


   
Exhibit10.852006 Long-Term Incentive Plan, as amended. (4)
  
NumberDescription
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.

60


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.
101.INSXBRL Instance Document. (14)
101.SCHXBRL Taxonomy Extension Schema. (14)
101.CALXBRL Taxonomy Extension Calculation Linkbase. (14)
101.LABXBRL Taxonomy Extension Labels Linkbase. (14)
101.PREXBRL Taxonomy Extension Presentation Linkbase. (14)
 
(1)Filed as Annex A to the Registrant’s Registration Statement on Form S-4 (No. 333-127725).
(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on March 13, 2006.
 
(3)(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on September 30, 2005.
 
(4)(3) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on September 22, 2006.25, 2009.
 
(5)(4) Indicates management or compensatory plan or arrangement required to be identified pursuant to Item 15(a).
 
(6)(5) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (No. 33-42782).
 
(7)(6) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2004.
 
(8)(7) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2000.28, 2004.
 
(9)(8) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2001.
 
(10)Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2004.
(11)(9) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 25, 2005.
 
(12)(10) Filed as an exhibit to the Registrant’s Current Report on Form 8-K/A filed on May 6, 2005.
 
(13)(11) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 26, 2005.
 
(14)(12) Filed under item 1.01 ofas an exhibit to the Registrant’s CurrentAnnual Report on Form 8-K filed10-K for the year ended September 28, 2008.
(13)Filed as an exhibit to the Registrant’s Quarterly Report on November 8, 2005.Form 10-Q for the quarter ended March 29, 2009.
(14)Furnished, not filed.

6761


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, 20064, 2009
     
 QUALCOMM Incorporated
 
 
 By:By  /s/ Paul E. Jacobs   
  Paul E. Jacobs,  
  Chief Executive Officer and Chairman  

6862


     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/ Paul E. Jacobs
Paul E. Jacobs
 Chief Executive Officer and DirectorNovember 2, 2006
Paul E. Jacobs
Chairman (Principal Executive Officer) 
November 4, 2009
/s/ William E. Keitel
William E. Keitel
 Chief Financial OfficerNovember 2, 2006
William E. Keitel
(Principal Financial and Accounting Officer) 
November 4, 2009
/s/ Irwin JacobsChairman of the BoardNovember 2, 2006
Barbara T. Alexander
 
Irwin Jacobs
/s/ Barbara T. Alexander Director November 2, 2006
Barbara T. Alexander
4, 2009
/s/ Richard C. AtkinsonStephen M. Bennett
Stephen M. Bennett
 Director November 2, 2006
Richard C. Atkinson
4, 2009
/s/ Adelia A. CoffmanDirectorNovember 2, 2006
Donald Cruickshank
 
Adelia A. Coffman
/s/ Donald Cruickshank Director November 2, 2006
Donald Cruickshank
4, 2009
/s/ Raymond V. Dittamore
Raymond V. Dittamore
 Director November 2, 2006
Raymond V. Dittamore
4, 2009
/s/ Diana Lady DouganThomas Horton
Thomas Horton
 Director November 2, 2006
Diana Lady Dougan
4, 2009
/s/ Irwin Jacobs
Irwin Jacobs
DirectorNovember 4, 2009
/s/ Robert E. Kahn
Robert E. Kahn
 Director November 2, 2006
Robert E. Kahn
4, 2009
/s/ Sherry Lansing
 Director November 2, 20064, 2009
Sherry Lansing
    
/s/ Duane A. Nelles
Duane A. Nelles
 Director November 2, 2006
Duane A. Nelles
4, 2009
/s/ Peter M. SacerdoteBrent Scowcroft
 Director November 2, 20064, 2009
Peter M. Sacerdote
/s/ Brent ScowcroftDirectorNovember 2, 2006
Brent Scowcroft
    
/s/ Marc I. Stern
Marc I. Stern
 Director November 2, 2006
Marc I. Stern
/s/ Richard SulpizioDirectorNovember 2, 2006
Richard Sulpizio
4, 2009

6963


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 consolidated financial statements and of its internal control over financial reporting as of September 24, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, 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) at September 24, 200627, 2009 and September 25, 2005,28, 2008 and the results of their operations and their cash flows for each of the three years in the period ended September 24, 200627, 2009 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 27, 2009, 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. We believe that our audits provide a reasonable basis for our opinion.
     As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation in fiscal 2006.
Internal control over financial reporting
     Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of September 24, 2006 based on criteria established 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 24, 2006, 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 includesincluded obtaining an understanding of internal control over financial reporting, evaluating management’s assessment,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control andbased on the assessed risk. Our audits also included performing such other procedures as we considerconsidered necessary in the circumstances. We believe that our audit providesaudits provide a reasonable basis for our opinions.
     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

F-1


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.
     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, 20064, 2009

F-1


QUALCOMM Incorporated
CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
         
  September 27,  September 28, 
  2009  2008 
ASSETS
Current assets:        
Cash and cash equivalents $2,717  $1,840 
Marketable securities  8,352   4,571 
Accounts receivable, net  700   4,187 
Inventories  453   521 
Deferred tax assets  149   289 
Other current assets  199   464 
       
Total current assets  12,570   11,872 
Marketable securities  6,673   4,858 
Deferred tax assets  843   830 
Property, plant and equipment, net  2,387   2,162 
Goodwill  1,492   1,517 
Other intangible assets, net  3,065   3,104 
Other assets  415   369 
       
Total assets $27,445  $24,712 
       
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
         
Current liabilities:        
Trade accounts payable $636  $570 
Payroll and other benefits related liabilities  480   406 
Unearned revenues  441   394 
Other current liabilities  1,256   1,070 
       
Total current liabilities  2,813   2,440 
Unearned revenues  3,464   3,768 
Income taxes payable  47   227 
Other liabilities  805   333 
       
Total liabilities  7,129   6,768 
       
         
Commitments and contingencies (Note 9)        
         
Stockholders’ equity:        
Preferred stock, $0.0001 par value; issuable in series; 8 shares authorized; none outstanding at September 27, 2009 and September 28, 2008      
Common stock, $0.0001 par value; 6,000 shares authorized; 1,669 and 1,656 shares issued and outstanding at September 27, 2009 and September 28, 2008, respectively      
Paid-in capital  8,493   7,511 
Retained earnings  11,235   10,717 
Accumulated other comprehensive income (loss)  588   (284)
       
Total stockholders’ equity  20,316   17,944 
       
Total liabilities and stockholders’ equity $27,445  $24,712 
       
See accompanying notes.

F-2


QUALCOMM Incorporated
CONSOLIDATED BALANCE SHEETS
STATEMENTS OF OPERATIONS
(In millions, except per share data)
         
  September 24,  September 25, 
  2006  2005 
ASSETS
        
Current assets:        
Cash and cash equivalents $1,607  $2,070 
Marketable securities  4,114   4,478 
Accounts receivable, net  700   544 
Inventories  250   177 
Deferred tax assets  235   343 
Other current assets  143   179 
       
Total current assets  7,049   7,791 
Marketable securities  4,228   2,133 
Property, plant and equipment, net  1,482   1,022 
Goodwill  1,230   571 
Deferred tax assets  512   444 
Other assets  707   518 
       
Total assets $15,208  $12,479 
       
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
        
Current liabilities:        
Trade accounts payable $420  $376 
Payroll and other benefits related liabilities  273   196 
Unearned revenue  197   163 
Other current liabilities  532   335 
       
Total current liabilities  1,422   1,070 
Unearned revenue  141   146 
Other liabilities  239   144 
       
Total liabilities  1,802   1,360 
       
         
Commitments and contingencies (Notes 4 and 9)        
         
Stockholders’ equity:        
Preferred stock, $0.0001 par value; issuable in series; 8 shares authorized; none outstanding at September 24, 2006 and September 25, 2005      
Common stock, $0.0001 par value; 6,000 shares authorized; 1,652 and 1,640 shares issued and outstanding at September 24, 2006 and September 25, 2005      
Paid-in capital  7,242   6,753 
Retained earnings  6,100   4,328 
Accumulated other comprehensive income  64   38 
       
Total stockholders’ equity  13,406   11,119 
       
Total liabilities and stockholders’ equity $15,208  $12,479 
       
             
  Year Ended 
  September 27,  September 28,  September 30, 
  2009  2008  2007 
Revenues:            
Equipment and services $6,466  $7,160  $5,765 
Licensing and royalty fees  3,950   3,982   3,106 
          
Total revenues  10,416   11,142   8,871 
          
Operating expenses:            
Cost of equipment and services revenues  3,181   3,414   2,681 
Research and development  2,440   2,281   1,829 
Selling, general and administrative  1,556   1,717   1,478 
Litigation settlement, patent license and other related items (Note 9)  783       
Accrued KFTC fine (Note 9)  230       
          
Total operating expenses  8,190   7,412   5,988 
          
             
Operating income  2,226   3,730   2,883 
             
Investment (loss) income, net (Note 5)  (150)  96   743 
          
Income before income taxes  2,076   3,826   3,626 
Income tax expense  (484)  (666)  (323)
          
Net income $1,592  $3,160  $3,303 
          
             
Basic earnings per common share $0.96  $1.94  $1.99 
          
             
Diluted earnings per common share $0.95  $1.90  $1.95 
          
             
Shares used in per share calculations:            
Basic  1,656   1,632   1,660 
          
Diluted  1,673   1,660   1,693 
          
             
Dividends per share announced $0.66  $0.60  $0.52 
          
See accompanying notes.

F-3


QUALCOMM Incorporated
CONSOLIDATED STATEMENTS OF OPERATIONSCASH FLOWS
(In millions)
(In millions, except per share data)
             
  Year Ended 
  September 24,  September 25,  September 26, 
  2006  2005  2004 
Revenues:            
Equipment and services $4,776  $3,744  $3,514 
Licensing and royalty fees  2,750   1,929   1,366 
          
Total revenues  7,526   5,673   4,880 
          
             
Operating expenses:            
Cost of equipment and services revenues  2,182   1,645   1,484 
Research and development  1,538   1,011   720 
Selling, general and administrative  1,116   631   547 
          
Total operating expenses  4,836   3,287   2,751 
          
             
Operating income  2,690   2,386   2,129 
             
Investment income, net (Note 5)  466   423   184 
          
Income from continuing operations before income taxes  3,156   2,809   2,313 
Income tax expense  (686)  (666)  (588)
          
Income from continuing operations  2,470   2,143   1,725 
          
             
Discontinued operations (Note 12):            
Loss from discontinued operations before income taxes        (10)
Income tax benefit        5 
          
Loss from discontinued operations        (5)
          
Net income $2,470  $2,143  $1,720 
          
             
Basic earnings per common share from continuing operations $1.49  $1.31  $1.07 
Basic loss per common share from discontinued operations        (0.01)
          
Basic earnings per common share $1.49  $1.31  $1.06 
          
             
Diluted earnings per common share from continuing operations $1.44  $1.26  $1.03 
Diluted loss per common share from discontinued operations         
          
Diluted earnings per common share $1.44  $1.26  $1.03 
          
             
Shares used in per share calculations:            
Basic  1,659   1,638   1,616 
          
Diluted  1,711   1,694   1,675 
          
Dividends per share announced $0.42  $0.32  $0.19 
          
             
  Year Ended 
  September 27,  September 28,  September 30, 
  2009  2008  2007 
Operating Activities:
            
Net income $1,592  $3,160  $3,303 
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization  635   456   383 
Revenues related to non-monetary exchanges  (114)  (172)   
Non-cash portion of income tax (benefit) expense  (33)  306   91 
Non-cash portion of share-based compensation expense  584   541   488 
Non-cash portion of interest and dividend income  (68)  (26)  (22)
Incremental tax benefit from stock options exercised  (79)  (408)  (240)
Net realized gains on marketable securities and other investments  (137)  (155)  (222)
Net impairment losses on marketable securities and other investments  763   535   27 
Other items, net  36   29   (21)
Changes in assets and liabilities, net of effects of acquisitions:            
Accounts receivable, net  3,083   (802)  (16)
Inventories  69   (47)  (234)
Other assets  (58)  (17)  (96)
Trade accounts payable  57   (63)  209 
Payroll, benefits and other liabilities  984   310   139 
Unearned revenues  (142)  (89)  22 
          
Net cash provided by operating activities  7,172   3,558   3,811 
          
Investing Activities:
            
Capital expenditures  (761)  (1,397)  (818)
Purchases of available-for-sale securities  (10,443)  (7,680)  (8,492)
Proceeds from sale of available-for-sale securities  5,274   6,689   7,998 
Increase in receivables for settlement of investments     (406)   
Cash received for partial settlement of investment receivables  349       
Other investments and acquisitions, net of cash acquired  (54)  (298)  (249)
Change in collateral held under securities lending  173   248   (421)
Other items, net  5   25   84 
          
Net cash used by investing activities  (5,457)  (2,819)  (1,898)
          
Financing Activities:
            
Proceeds from issuance of common stock  642   1,184   556 
Incremental tax benefit from stock options exercised  79   408   240 
Repurchase and retirement of common stock  (285)  (1,670)  (1,482)
Dividends paid  (1,093)  (982)  (862)
Change in obligation under securities lending  (173)  (248)  421 
Other items, net  (3)  1   16 
          
Net cash used by financing activities  (833)  (1,307)  (1,111)
          
Effect of exchange rate changes on cash  (5)  (3)  2 
          
Net increase (decrease) in cash and cash equivalents
  877   (571)  804 
Cash and cash equivalents at beginning of year
  1,840   2,411   1,607 
          
Cash and cash equivalents at end of year
 $2,717  $1,840  $2,411 
          
See accompanying notes.

F-4


QUALCOMM Incorporated
CONSOLIDATED STATEMENTS OF CASH FLOWS
STOCKHOLDERS’ EQUITY
(In millions)
             
  Year Ended 
  September 24,  September 25,  September 26, 
  2006  2005  2004 (revised) 
Operating Activities:
            
Net income $2,470  $2,143  $1,720 
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization  272   200   171 
Net realized gains on marketable securities and other investments  (136)  (179)  (88)
Share-based compensation expense  495       
Incremental tax benefits from stock options exercised  (403)      
Losses (gains) on derivative instruments  29   (33)  (7)
Other-than-temporary losses on marketable securities and other investments  24   14   12 
Equity in losses of investees  29   28   72 
Non-cash income tax expense  514   498   419 
Gain on disposal of discontinued operations (Note 12)        (7)
Other items, net  (28)     23 
Changes in assets and liabilities, net of effects of acquisitions (Note 11):            
Accounts receivable, net  (133)  35   (96)
Inventories  (71)  (23)  (48)
Other assets  15   (74)  56 
Trade accounts payable  51   57   154 
Payroll, benefits and other liabilities  96   49   146 
Unearned revenue  29   (29)  (58)
          
Net cash provided by operating activities  3,253   2,686   2,469 
          
Investing Activities:
            
Capital expenditures  (685)  (576)  (333)
Purchases of available-for-sale securities  (12,517)  (8,055)  (8,372)
Proceeds from sale of available-for-sale securities  10,853   8,072   5,026 
Purchases of held-to-maturity securities        (184)
Maturities of held-to-maturity securities  130   10   401 
Collection of finance receivables     2   196 
Cash paid in connection with sale of Vésper Operating Companies (Note 12)        (48)
Proceeds from sale of the Vésper Towers (Note 12)        45 
Other investments and acquisitions, net of cash acquired  (407)  (249)  (70)
Other items, net  3   20   12 
          
Net cash used by investing activities  (2,623)  (776)  (3,327)
          
Financing Activities:
            
Proceeds from issuance of common stock  692   386   330 
Incremental tax benefits from stock options exercised  403       
Repurchase and retirement of common stock  (1,500)  (953)   
Proceeds from put options  11   37   5 
Dividends paid  (698)  (524)  (308)
          
Net cash (used) provided by financing activities  (1,092)  (1,054)  27 
          
Effect of exchange rate changes on cash  (1)      
          
Net (decrease) increase in cash and cash equivalents
  (463)  856   (831)
Cash and cash equivalents at beginning of year
  2,070   1,214   2,045 
          
Cash and cash equivalents at end of year
 $1,607  $2,070  $1,214 
          
                     
              Accumulated    
              Other  Total 
  Common Stock  Paid-In  Retained  Comprehensive  Stockholders’ 
  Shares  Capital  Earnings  Income (Loss)  Equity 
Balance at September 24, 2006
  1,652  $7,242  $6,100  $64  $13,406 
                    
Components of comprehensive income:                    
Net income        3,303      3,303 
Unrealized net gains on securities and derivative instruments, net of income tax expenses of $198           274   274 
Reclassification adjustment for net realized gains on securities and derivative instruments included in net income, net of income tax expenses of $87           (131)  (131)
Other comprehensive income, net of income tax benefits of $6           30   30 
                    
Total comprehensive income                  3,476 
                    
Exercise of stock options  28   477         477 
Tax benefit from exercise of stock options     229         229 
Issuance for Employee Stock Purchase and Executive Retirement Plans  3   88         88 
Share-based compensation     485         485 
Repurchase and retirement of common stock  (37)  (1,459)        (1,459)
Dividends        (862)     (862)
Other     (5)        (5)
                
Balance at September 30, 2007
  1,646   7,057   8,541   237   15,835 
                    
Components of comprehensive income:                    
Net income        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 tax expenses 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           (12)  (12)
                    
Total comprehensive income                  2,639 
                    
Exercise of stock options  49   1,070         1,070 
Tax benefit from exercise of stock options     385         385 
Issuance for Employee Stock Purchase and Executive Retirement Plans  4   117         117 
Share-based compensation     544         544 
Repurchase and retirement of common stock  (43)  (1,666)        (1,666)
Dividends        (982)     (982)
Other     4   (2)     2 
                
Balance at September 28, 2008
  1,656   7,511   10,717   (284)  17,944 
                    
Components of comprehensive income:                    
Net income        1,592      1,592 
Noncredit other-than-temporary impairment losses and subsequent changes in fair value related to certain marketable debt securities, net of income tax expenses of $12           135   135 
Net unrealized gains on other marketable securities and derivative instruments, net of income tax benefits of $5           261   261 
Reclassification adjustment for net realized gains on securities and derivative instruments included in net income, net of income tax expenses of $75           (93)  (93)
Reclassification adjustment for other-than-temporary losses on marketable securities included in net income, net of income tax benefits of $130           613   613 
Foreign currency translation           (25)  (25)
                    
Total comprehensive income                  2,483 
                    
Exercise of stock options  18   534         534 
Tax benefit from exercise of stock options     34         34 
Issuance for Employee Stock Purchase and Executive Retirement Plans  4   114         114 
Share-based compensation     585         585 
Repurchase and retirement of common stock  (9)  (285)        (285)
Dividends        (1,093)     (1,093)
Cumulative effect of adoption (Note 3)        19   (19)   
                
Balance at September 27, 2009
  1,669  $8,493  $11,235  $588  $20,316 
                
See accompanying notes.

F-5


QUALCOMM Incorporated
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
                     
              Accumulated    
              Other  Total 
  Common Stock  Paid-In  Retained  Comprehensive  Stockholders' 
  Shares  Capital  Earnings  Income (Loss)  Equity 
Balance at September 28, 2003
  1,597  $6,325  $1,297  $(24) $7,598 
                    
Components of comprehensive income:                    
Net income        1,720      1,720 
Foreign currency translation           56   56 
Unrealized net gains on securities, net of income taxes of $20           29   29 
Reclassification adjustment for net realized gains on securities included in net income, net of income taxes of $35           (53)  (53)
Other           7   7 
                    
Total comprehensive income                  1,759 
                    
Exercise of stock options  36   284         284 
Tax benefit from exercise of stock options     285         285 
Issuance for Employee Stock Purchase and Executive Retirement Plans  2   46         46 
Dividends        (308)     (308)
                
Balance at September 26, 2004
  1,635   6,940   2,709   15   9,664 
                    
Components of comprehensive income:                    
Net income        2,143      2,143 
Unrealized net gains on securities and derivative instruments, net of income taxes of $84           119   119 
Reclassification adjustment for net realized gains on securities and derivative instruments included in net income, net of income taxes of $73           (109)  (109)
Other              13   13 
                    
Total comprehensive income                  2,166 
                    
Exercise of stock options  30   348         348 
Tax benefit from exercise of stock options     346         346 
Issuance for Employee Stock Purchase and Executive Retirement Plans  2   56         56 
Repurchase and retirement of common stock  (27)  (953)        (953)
Dividends        (524)     (524)
Value of options exchanged for acquisitions     19         19 
Deferred stock-based compensation from acquisitions     (3)        (3)
                
Balance at September 25, 2005
  1,640   6,753   4,328   38   11,119 
                    
Components of comprehensive income:                    
Net income        2,470      2,470 
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           11   11 
                    
Total comprehensive income                  2,496 
                    
Exercise of stock options  36   608         608 
Tax benefit from exercise of stock options     394         394 
Issuance for Employee Stock Purchase and Executive Retirement Plans  2   71         71 
Share-based compensation     496         496 
Repurchase and retirement of common stock  (34)  (1,473)        (1,473)
Dividends        (698)     (698)
Value of common stock issued for acquisition  8   353         353 
Value of options exchanged for acquisitions     40         40 
                
Balance at September 24, 2006
  1,652  $7,242  $6,100  $64  $13,406 
                
See accompanying notes.

F-6


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The Company and Its 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. The Company is a leading developer and supplier of Code 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.technology. 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 certain 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 feesThe Company sells equipment, software and royalty revenue is comprised of feesservices to transportation and royalties fromother companies sellingto wireless products incorporating the Company’s CDMA technologies, but the Company has also licensed its patented OFDMA technology.connect their assets and workforce. The Company provides satellite-software products and terrestrial-based two-way data messaging and position reporting services for transportation companies, private fleets, construction equipment fleetscontent enablement across a wide variety of platforms and other enterprise companies.devices for the wireless industry. The Company provides the BREW (Binary Runtime Environment for Wireless) product and services to wireless network operators handset manufacturers and application developers and support for developing and delivering over-the-air wireless applications and services.to delivery multimedia content, including live television, in the United States. 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 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 is not the primary beneficiary of, nor does not have any investments in entities it believes arehold a significant variable interest entities for which the Company is the primary beneficiary.
     The Company deconsolidated the Vésper Operating Companies and the Vésper Towers during fiscal 2004 as a result of their sale (Note 12). Results of operations related to the Vésper Operating Companies and the Vésper Towers are presented as discontinued operations.in, any variable interest entity.
     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. The Company’s consolidated statement of cash flows for fiscal 2004 has been revised to combine cash flows from discontinued operations with cash flows from continuing operations. Cash flows from discontinued operations were previously aggregated and reported in a separate line item in the statement of cash flows. Certain other prior year amounts have been reclassified to conform to the current year presentation.
     The Company has evaluated subsequent events through the date that the financial statements were issued on November 4, 2009.
     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 24, 2006, September 25, 200527, 2009 and September 26, 2004 each28, 2008 both included 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.
     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 certain wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, Wideband CDMA (WCDMA), CDMA Time Divisionproducts. Licensees typically pay a

F-7F-6


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Duplex (TDD) and/or OFDMA standards and their derivatives. 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 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.
     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 are met, if later. Revenues from providing services are recorded when earned.
     The Company recognizes revenues allocated to certain satellite and terrestrial-based two-way data messaging and position reporting hardware using the residual method. Revenues from such sales are recorded at the time of shipment, or when title and risk of loss pass to the customer and other criteria for revenue recognition are met.
     Revenues from long-term contracts are generally recognized using the percentage-of-completion 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 in the Company’s consolidated balance sheets. 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.
     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 of fair value 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 of fair value 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.programs, in the same period that the related revenue is recorded. Such reductions to revenue are estimates, which are based on

F-8


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
a number of factors, including the 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 threetwo customers of the Company’s QCT QTL and QWIQTL segments each comprised an aggregate of 18% and 13% of total consolidated revenues in fiscal 2006,2009, compared to 15%, 13%16% and 11%14% of total consolidated revenues in fiscal 20052008 and 15%, 15%13% and 10%14% of total consolidated revenues in fiscal 2004.2007, respectively. Aggregated accounts receivable from these three customers comprised 45%48% of gross accounts receivable at September 24, 2006 and27, 2009. Aggregated accounts receivable from one customer comprised 60% of gross accounts receivable at September 25, 2005.28, 2008.
     Revenues from international customers were approximately 87%94%, 82%91% and 79%87% of total consolidated revenues in fiscal 2006, 20052009, 2008 and 2004,2007, respectively.
     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.
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.
     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
Marketing.Cooperative marketing programs reimburse customers for marketing activities for certain of the Company’s products and services, subject to defined criteria. Cooperative marketing costs are recorded 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 revenues in the same period the related revenue is recorded. Cooperative marketing expense is recorded immediately when payments are advanced to the customer or as the costs are incurred by the customer when payments are not advanced.
     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. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes.
     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. We recognize liabilities for uncertain tax positions based on a two-step process. 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 examinations by 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.
     Due to the adoption of the revised Statement of Financial Accounting Standards No. 123, “Share-Based Payment” (FAS 123R) beginning September 26, 2005, theThe 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 occurring from September 26, 2005 onward. 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-9


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 designationreevaluated as of each balance sheet date. Held-to-maturityThe Company classifies available-for-sale securities are carried at amortized cost, which approximates fair value. Available-for-saleas current or noncurrent based on the nature of the securities and their availability for use in current operations. Actively traded available-for-sale securities are stated at fair value as determined by the security’s most recently traded price of each security at the balance sheet date. If securities are not actively traded, fair value is determined using other valuation techniques, such as matrix pricing. The net unrealized gains or losses on available-for-sale securities are reported as a component of accumulated other comprehensive income (loss), net of income tax. The specific identification method is used to compute the realized gains and losses on debt and equity securities.marketable securities are determined using the specific identification method.
     At each balance sheet date, the Company assesses securities in an unrealized loss position to determine whether the unrealized loss is other than temporary. The Company regularly monitors and evaluatesconsiders factors including: the realizable valuesignificance of its marketable securities. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is ascompared to the cost basis, underlying factors contributing to a percentagedecline in the prices of the original cost,securities in a single asset class, how long the market value of the investmentsecurity has been less than its original cost basis, the security’s relative performance of the investee’s stock price in relation to the stock price ofversus its competitors within the industrypeers, sector or asset class, expected market volatility and the market and economy in general, analyst recommendations anyand price targets, views of external investment managers, 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

F-8


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     In April 2009, the Financial Accounting Standards Board (FASB) amended the existing guidance on determining whether an impairment for investments in debt securities is other-than-temporary. Effective in the third quarter of fiscal 2009, if the debt security’s market value is below amortized cost and the Company also reviewseither intends to sell the financial statementssecurity or it is more likely than not that the Company will be required to sell the security before its anticipated recovery, the Company records an other-than-temporary impairment charge to investment income (loss) for the entire amount of the investeeimpairment. For the remaining debt securities, if an other-than-temporary impairment exists, the Company separates the other-than-temporary impairment into the portion of the loss related to credit factors, or the credit loss portion, and the portion of the loss that is not related to credit factors, or the noncredit loss portion. The credit loss portion is the difference between the amortized cost of the security and the Company’s best estimate of the present value of the cash flows expected to be collected from the debt security. The noncredit loss portion is the residual amount of the other-than-temporary impairment. The credit loss portion is recorded as a charge to investment income (loss), and the noncredit loss portion is recorded as a separate component of other comprehensive income (loss). Prior to the third quarter of fiscal 2009, the entire other-than-temporary impairment loss was recognized in earnings for all debt securities.
     When calculating the present value of expected cash flows to determine if the investeecredit loss portion of the other-than-temporary impairment, the Company estimates the amount and timing of projected cash flows, the probability of default and the timing and amount of recoveries on a security-by-security basis. These calculations use inputs primarily based on observable market data, such as credit default swap spreads, historical default and recovery statistics, rating agency data, credit ratings and other data relevant to analyzing the collectibility of the security. The amortized cost basis of a debt security is experiencing financial difficultiesadjusted for any credit loss portion of the impairment recorded to earnings. The difference between the new cost basis and cash flows expected to be collected is accreted to investment income (loss) over the remaining expected life of the security.
     Securities that are accounted for as equity securities include investments in common stock, equity mutual and exchange-traded funds and debt mutual funds. For equity securities, the Company considers new products/services that the investee may have forthcoming that will improve its operating results.loss relative to the expected volatility and the likelihood of recovery over a reasonable period of time. If events and circumstances indicate that a decline in the value of these assetsan equity security has occurred and is other-than-temporary,other than temporary, the Company records a charge to investment income (expense).(loss) for the difference between fair value and cost at the balance sheet date. Additionally, if the Company has either the intent to sell the security or does not have both the intent and the ability to hold the equity security until its anticipated recovery, the Company records a charge to investment income (loss) for the difference between fair value and cost at the balance sheet date.
     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 werewas 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.lease, not to exceed 15 years. Other property, plant and equipment have useful lives ranging from 2 to 1525 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

F-9


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
shorter of the estimated useful lives or the lease terms. Maintenance, repairs, and minor renewals and betterments are charged to expense as incurred.
     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 cost method is also used to account for investments that are not in-substance common stock. The Company uses the equity method to account for investments in common stock or in-substance common

F-10


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
stock of corporate entities, including limited liability corporations that do not maintain specific ownership accounts, in which it has a voting interest of 20% to 50% or in which it otherwise has the ability to exercise significant influence, and in partnerships and limited liability corporations that do maintain specific ownership accounts in which it has other than minor to 50% ownership interests. 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 may enter into foreign currency forward and option contracts to hedge certain foreign currency transactions and probable anticipated foreign currency revenue 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 (loss) as gains (losses) on derivative instruments, 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 24, 200627, 2009 and September 25, 2005.28, 2008. The value of the Company’s foreign currency option contracts recorded in other current assets was $1$29 million and $16$56 million at September 24, 200627, 2009 and September 25, 2005,28, 2008, respectively, and the value recorded in other current liabilities was $3$58 million and $19 million at September 24, 2006,27, 2009 and September 28, 2008, respectively, substantially all of which were designated as cash-flow hedging instruments.
     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. The premiums received from put options are recorded as other current liabilities. Changes in the fair value of put options are recorded in investment income (expense) as gains (losses) on derivative instruments. The value of theAt September 27, 2009 and September 28, 2008, no put options recorded in other current liabilities was $19 million and $7 million at September 24, 2006 and September 25, 2005, respectively.were outstanding.
     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 2006, 2005 and 2004 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 three years, taking into account such factors as the effects of obsolescence, technological advances and competition. The weighted-average amortization period for capitalized software was three years and one year at September 24, 2006 and September 25, 2005, respectively. 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.

F-11


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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-lived intangible assets, by class, were as follows:
         
  September 24, September 25,
  2006 2005
Wireless licenses 15 years 15 years
Marketing-related 19 years 18 years
Technology-based 15 years 9 years
Customer-related 7 years 7 years
Other 28 years 28 years
Total intangible assets 15 years 13 years
     Changes in the weighted-average amortization periods of technology-based intangible assets from fiscal 2005 to 2006 resulted from additions to intangible assets related to acquisitions (Note 11).
         
  September 27, September 28,
  2009 2008
Wireless licenses 5 years 15 years
Marketing-related 18 years 16 years
Technology-based 14 years 14 years
Customer-related 5 years 5 years
Other 22 years 22 years
Total intangible assets 14 years 14 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

F-10


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 may engage in transactions in which certain fixed-income and equity securities are loaned to selected broker-dealers. At September 27, 2009, there were no securities loaned under the Company’s securities lending program. The loaned securities of $169 million at September 28, 2008 were included in marketable securities on the balance sheet. Cash collateral 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 at September 28, 2008 was recorded as a current asset with a corresponding current liability.
     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 related to pending litigation when the loss is considered probable. Where a liability is probable and there isthe amount can be reasonably estimated. Where a range of loss can be reasonably 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 Payments.On September 26, 2005, the Company adopted FAS 123R. Under FAS 123R, share-basedShare-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 has no awards with market or performance conditions. The Company adopted the provisions of FAS 123R using a modified prospective application. Accordingly, prior periods have not been revised for comparative purposes. The valuation provisions of FAS 123R apply to new awards and to awards that are outstanding on the effective date, which are subsequently modified or cancelled. Estimated compensation expense for awards outstanding at the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under FASB Statement No. 123, “Accounting for Stock-Based Compensation” (FAS 123).
     On November 10, 2005, the FASB issued FASB Staff Position No. FAS 123(R)-3, “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.” The Company has elected to adopt the alternative transition method provided in this FASB Staff Position for calculating the tax effects of share-based compensation pursuant to FAS 123R. The alternative transition method includes a simplified method to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee share-based compensation, which is available to absorb tax deficiencies which could be recognized subsequent to the adoption of FAS 123R.
Share-Based Compensation Information under FAS 123R
     Upon adoption of FAS 123R, the Company also changed its method of valuation for stock options granted beginning in fiscal 2006 to a lattice binomial option-pricing model (binomial model) from the Black-Scholes option-pricing model (Black-Scholes model) which was previously used for the Company’s pro forma information required under FAS 123. The Company’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. Binomial models have evolved such that the currently available models are more capable of incorporating the features of the Company’s employee stock options than closed-form models such as the Black-Scholes model.

F-12


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The weighted-average estimated fair valuevalues of employee stock options granted during fiscal 2006 was $15.732009, 2008 and 2007 were $14.27, $15.97 and $14.54 per share, respectively, as determined using the lattice binomial option-pricing model with the following weighted-average assumptions (annualized percentages) for fiscal 2006::
Volatility30.7%
Risk-free interest rate4.6%
Dividend yield1.0%
Post-vesting forfeiture rate6.0%
Suboptimal exercise factor1.7
             
  2009 2008 2007
Volatility  42.7%  41.1%  33.4%
Risk-free interest rate  2.6%  3.8%  4.6%
Dividend yield  1.5%  1.3%  1.3%
Post-vesting forfeiture rate  9.2%  8.0%  6.5%
Suboptimal exercise factor  1.9   1.9   1.8 
     The Company useduses the implied volatility of market-traded options in the Company’s stock for the expected volatility assumption, consistent with the guidance in FAS 123R and the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107.assumption. The Company utilized the term structure of volatility is used up to approximately two years, and the Company uses the implied volatility of the option with the longest time to maturity was used for the expected volatility estimates for periods beyond two years. Prior to fiscal 2006, the Company had used a combination of its historical stock price and implied volatility in accordance with FAS 123 for purposes of its pro forma information. The selection of implied volatility data to estimate expected volatility was based upon the availability of actively traded options on the Company’s stock and the Company’s assessment that implied volatility is more representative of future 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 assume a dividend yield as an input to the binomial 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 post-vesting forfeiture rate represents the rate at which stock options are expected to be forfeited by employees subsequent to their vest dates. The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stock options.
     The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and is a derived output of the binomial model. The expected life of employee stock options is impacted by all of the underlying assumptions used in the Company’s binomial 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 above 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, during fiscal 2006 derived from the binomial model, was 5.8 years.5.6 years, 5.9 years and 6.2 years during fiscal 2009, 2008 and 2007, respectively.

F-11


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     As share-based compensation expense recognized inThe pre-vesting forfeiture rate represents the consolidated statement of operations for fiscal 2006 is based on awards ultimatelyrate at which stock options are expected to be forfeited by employees prior to their vest it should be reduced for estimated forfeitures. FAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.dates. Pre-vesting forfeitures were estimated to be approximately 0% in the year ended September 24, 2006each of fiscal 2009, 2008 and 2007, 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 the forfeitures occur. The Company will continue to evaluate the appropriateness of this assumption. In the Company’s pro forma information required under FAS 123 for the periods prior to fiscal 2006, the Company accounted for forfeitures as they occurred.

F-13


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Total estimated share-based compensation expense, related to all of the Company’s share-based awards, recognized for fiscal 2006 was comprised as follows (in millions, except per share data)millions):
     
  Year Ended 
  September 24, 
  2006 
Cost of equipment and services revenues $41 
Research and development  216 
Selling, general and administrative  238 
    
Share-based compensation expense before taxes  495 
Related income tax benefits  (175)
    
Share-based compensation expense, net of taxes $320 
    
     
Net share-based compensation expense, per common share:    
Basic $0.19 
    
Diluted $0.19 
    
             
  2009  2008  2007 
Cost of equipment and services revenues $41  $39  $39 
Research and development  280   250   221 
Selling, general and administrative  263   254   233 
          
Share-based compensation expense before income taxes  584   543   493 
Related income tax benefit  (129)  (176)  (169)
          
Share-based compensation expense, net of income taxes $455  $367  $324 
          
     The Company recorded $86$106 million, $135 million and $98 million in share-based compensation expense during fiscal 20062009, 2008 and 2007, respectively, related to share-based awards granted during fiscal 2006.those periods. The remaining share-based compensation expense primarily related to stock option awards granted in earlier periods. In addition, for fiscal 2006, the adoption of FAS 123R resulted in a reclassification to reduce net cash provided by operating activities by $4032009, 2008 and 2007, $79 million, with an offsetting increase in net cash provided by$408 million and $240 million, respectively, was presented as financing activities relatedin the consolidated statements of cash flows to reflect the incremental tax benefits from stock options exercised in the period.
Pro Forma Information under FAS 123 for Periods Prior to Fiscal 2006
     Prior to adopting the provisions of FAS 123R, the Company recorded estimated compensation expense for employee stock options based upon their intrinsic value on the date of grant pursuant to Accounting Principles Board Opinion 25 (APB 25), “Accounting for Stock Issued to Employees” and provided the required pro forma disclosures of FAS 123. Because the Company established the exercise price based on the fair market value of the Company’s stock at the date of grant, the stock options had no intrinsic value upon grant, and therefore no estimated expense was recorded prior to adopting FAS 123R. Each accounting period, the Company reported the potential dilutive impact of stock options in its diluted earnings per common share using the treasury-stock method. Out-of-the-money stock options (i.e. the average stock price during the period was below the strike price of the stock option) were not included in diluted earnings per common share as their effect was anti-dilutive.
     The weighted-average estimated fair value of employee stock options granted during fiscal 2005 and 2004 was $14.80 and $13.92 per share, respectively, using the Black-Scholes model with the following weighted-average assumptions (annualized percentages) for the same periods:
         
  2005 2004
Risk-free interest rate  3.9%  3.8%
Volatility  36.5%  53.2%
Dividend yield  0.8%  0.6%
Expected life (years)  6.0   6.0 
     For purposes of pro forma disclosures under FAS 123, the estimated fair value of share-based payments is assumed to be amortized to expense over the vestingthose periods. The pro forma effects of recognizing estimated compensation expense under the fair value method on net income and earnings per common share were as follows (in millions, except per share data):

F-14


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         
  Year Ended 
  September 25,  September 26, 
  2005  2004 
Net income, as reported $2,143  $1,720 
Add: Share-based employee compensation expense included in reported net income, net of related tax benefits  2    
Deduct: Share-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects  (305)  (281)
       
Pro forma net income $1,840  $1,439 
       
         
Earnings per common share:        
Basic — as reported $1.31  $1.06 
       
Basic — pro forma $1.12  $0.89 
       
         
Diluted — as reported $1.26  $1.03 
       
Diluted — pro forma $1.09  $0.86 
       
     Foreign Currency.Foreign subsidiaries operating in a local currency environment use the local currency as the functional currency. Resulting translation gains or losses are recognized as a component of other comprehensive income. Where the United States dollar is the functional currency, resulting translation gains or losses are recognized in the statements of operations. During both fiscal 2006 and 2005, netTransaction gains or losses related to balances denominated in a different currency than the functional currency are recognized in the statement of operations. Net foreign currency transaction gains included in the Company’s statement of operations were $1 million. Duringnegligible in fiscal 2004, net foreign currency transaction losses included in the Company’s consolidated statements of operations were $1 million.2009, 2008 and 2007.
     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 net realized gains results from the recognition of the net realized gains in the statementstatements of operations when marketable securities are 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. The portion of other-than-temporary impairment losses related to noncredit factors and subsequent changes in fair value included in comprehensive income is shown separately from other unrealized gains or losses on marketable securities.
     Components of accumulated other comprehensive income (loss) consisted of the following (in millions):
                
 September 24, September 25,  September 27, September 28, 
 2006 2005  2009 2008 
Unrealized gains on marketable securities and derivative instruments, net of income taxes $87 $60 
Noncredit other-than-temporary impairment losses and subsequent changes in fair value related to certain marketable debt securities, net of income taxes $71 $ 
Net unrealized gains (losses) on marketable securities, net of income taxes 574  (291)
Net unrealized (losses) gains on derivative instruments, net of income taxes  (17) 22 
Foreign currency translation  (23)  (22)  (40)  (15)
          
 $64 $38  $588 $(284)
          
     At September 27, 2009, accumulated other comprehensive income includes $45 million of other-than-temporary losses on marketable debt securities related to factors other than credit, net of income taxes.

F-12


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Earnings Per Common Share.Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per common share is computed by dividing net income by the combination of dilutive common share equivalents, comprised of shares issuable under the Company’s share-based compensation plans and shares subject to written put options, and the weighted-average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money shares,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 a share,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 shareoption 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 2006, 20052009, 2008 and 20042007 were approximately 51,835,000, 56,127,00016,900,000, 27,618,000 and 58,686,000,32,333,000, respectively.
     Employee stock options to purchase approximately 54,541,000, 33,660,000136,309,000, 102,397,000 and 40,221,00096,278,000 shares of common stock during fiscal 2006, 20052009, 2008 and 2004,2007, respectively, were outstanding but not included in the computation of

F-15


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
diluted earnings per common share because the effect would be anti-dilutive. The computation of diluted earnings per share excluded 781,000 and 404,000 shares of common stock issuable under our employee stock purchase plans during fiscal 2008 and 2007, respectively, because the effect on dilutivediluted earnings per share would be anti-dilutive. Put options outstanding during 20052008 and 20042007 to purchase a weighted-average 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 July 2006,December 2007, the FASB issued FASB Interpretation No. 48 (FIN 48) “Accountingrevised the authoritative guidance for Uncertaintybusiness combinations, which establishes principles and requirements for how the acquirer in Income Taxes” which prescribes a recognition thresholdbusiness combination (i) recognizes and measurement process for recordingmeasures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (iii) determines what information to disclose to enable users of the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, FIN 48 providesevaluate the nature and financial effects of the business combination. The guidance on the derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The accounting provisions of FIN 48 will be effective for the Company’s fiscal 2010 beginning September 28, 2009 and will change the Company’s accounting treatment for business combinations on a prospective basis.
     The FASB issued authoritative guidance for fair value measurements in September 2006, 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. The Company beginning October 1, 2007.adopted the provisions of the guidance for financial assets and liabilities effective September 29, 2008 but elected a partial deferral under the provisions related to nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis, including goodwill, wireless licenses, other intangible and long-lived assets, guarantees and asset retirement obligations. The cumulative effectadoption of initially adopting FIN 48this guidance in fiscal 2010 on such nonfinancial assets and liabilities is not expected to have a significant impact on the Company’s consolidated financial statements.
     In September 2009, the FASB ratified the final consensus reached by the Emerging Issues Task Force (EITF) that revised the authoritative guidance for revenue arrangements with multiple deliverables. The guidance addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how the arrangement consideration should be allocated among the separate units of accounting. The guidance will be recorded as an adjustment to opening retained earnings ineffective for the year ofCompany’s fiscal 2011 beginning September 27, 2010 with early adoption and will be presented separately. Only tax positions that meet the more likely than not recognition threshold at the effective datepermitted. The guidance may be recognized upon adoption of FIN 48.applied retrospectively or prospectively for new or materially modified arrangements. The Company is in the process of evaluating early prospective adoption and determining the effect,effects, if any, the adoption of FIN 48the guidance will have on its consolidated financial statements.
     In September 2009, the FASB also ratified the final consensus reached by the EITF that modifies the scope of the software revenue recognition guidance to exclude (a) non-software components of tangible products and (b) software components of tangible products that are sold, licensed or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. The guidance will be effective for the Company’s fiscal 2011 beginning September 27, 2010 with early adoption permitted. The guidance may be applied retrospectively or prospectively for new or materially modified arrangements. The Company is in the process of evaluating early prospective adoption and determining the effects, if any, the adoption of the guidance will have on its consolidated financial statements.

F-13


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — Fair Value Measurements
     Effective September 29, 2008, the first day of the Company’s fiscal year 2009, the Company adopted the authoritative guidance for fair value measurements and the fair value option for financial assets and financial liabilities. The Company did not record an adjustment to retained earnings as a result of the adoption of the guidance for fair value measurements, and the adoption did not have a material effect on the Company’s results of operations. The guidance for the fair value option for financial assets and financial liabilities provides companies the irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. The Company has not elected to measure any financial assets or liabilities at fair value that were not previously required to be measured at fair value.
     Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:
Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets. Level 1 assets consist of money market funds, equity mutual and exchange-traded funds, equity securities and U.S. Treasury securities as they are traded in an active market with sufficient volume and frequency of transactions. Level 1 liabilities are associated with the Company’s deferred incentive compensation plans.
Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets with insufficient volume or infrequent transactions (less active markets) or model-driven valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data, including market interest rate curves, referenced credit spreads and pre-payment rates. Level 2 assets and liabilities consist of certain marketable debt instruments and derivative contracts whose values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. Marketable debt instruments in this category include government-related securities, corporate bonds and notes, preferred securities, AAA-rated mortgage- and asset-backed securities and certain non-investment-grade debt securities.
Level 3 includes financial instruments for which fair value is derived from valuation techniques including pricing models and discounted cash flow models in which one or more significant inputs are unobservable, including the Company’s own assumptions. The pricing models incorporate transaction details such as contractual terms, maturity and, in certain instances, timing and amount of future cash flows, as well as assumptions related to liquidity and credit valuation adjustments of marketplace participants. Level 3 assets primarily consist of certain marketable debt instruments whose values are determined using inputs that are both unobservable and significant to the values of the instruments being measured, including marketable debt instruments that are priced using indicative prices that the Company is unable to corroborate with observable market quotes. Marketable debt instruments in this category include auction rate securities, certain subordinated mortgage- and asset-backed securities and certain non-investment-grade debt securities.
     Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.
     The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of September 27, 2009 (in millions):

F-14


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 
  Level 1  Level 2  Level 3  Total 
Assets
                
Cash equivalents $2,004  $470  $  $2,474 
Marketable securities  2,213   12,607   205   15,025 
Derivative instruments     29      29 
Other investments (1)  115         115 
             
Total assets measured at fair value $4,332  $13,106  $205  $17,643 
             
                 
Liabilities
                
Derivative instruments $  $58  $  $58 
Other liabilities (1)  115         115 
             
Total liabilities measured at fair value $115  $58  $  $173 
             
(1)Comprised of the Company’s deferred compensation plan liability and related assets which are invested in mutual funds.
     Derivative instruments include foreign currency option contracts to hedge certain foreign currency transactions. Derivative instruments are valued using standard calculations/models that are primarily based on observable inputs, including foreign currency exchange rates, volatilities and interest rates.
     The following table includes the activity for marketable securities classified within Level 3 of the valuation hierarchy for fiscal 2009. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement.
     
  2009 
  (In millions) 
Beginning balance of Level 3 marketable securities $211 
Total realized and unrealized (losses) gains:    
Included in investment income (loss), net  (8)
Included in other comprehensive income  5 
Purchases, sales and settlements  (29)
Transfers into (out of) Level 3, net  26 
    
Ending balance of Level 3 marketable securities $205 
    
     The Company measures certain financial assets, including cost and equity method investments, at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. During fiscal 2009, the Company recorded $20 million in other-than-temporary impairments on such assets, which were based on fair value measurements classified within Level 3 of the valuation hierarchy.
Note 2.3. Marketable Securities
     Marketable securities were comprised as follows (in millions):

F-15


                 
  Current  Noncurrent 
  September 24,  September 25,  September 24,  September 25, 
  2006  2005  2006  2005 
Held-to-maturity:                
Government-sponsored enterprise securities $  $60  $  $ 
Corporate bonds and notes     70       
             
      130       
             
Available-for-sale:                
U.S. Treasury securities  73   151       
Government-sponsored enterprise securities  667   704       
Municipal bonds  5   10       
Foreign government bonds  17   17       
Corporate bonds and notes  2,693   2,645   23   14 
Mortgage- and asset-backed securities  617   767       
Non-investment grade debt securities  24   24   1,368   694 
Equity mutual funds        1,519   293 
Equity securities  18   30   1,318   1,132 
             
   4,114   4,348   4,228   2,133 
             
  $4,114  $4,478  $4,228  $2,133 
             
QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 
  Current  Noncurrent 
  September 27,  September 28,  September 27,  September 28, 
  2009  2008  2009  2008 
Available-for-sale:                
U.S. Treasury securities and government-related securities $1,407  $514  $  $ 
Corporate bonds and notes  3,988   3,296   1,204   175 
Mortgage- and asset-backed securities  821   499   36    
Auction rate securities        174   186 
Non-investment-grade debt securities  21   23   2,719   2,030 
Equity securities  140   150   1,377   1,187 
Equity mutual funds and exchange-traded funds        948   1,280 
Debt mutual funds  1,975   89   215    
             
  $8,352  $4,571  $6,673  $4,858 
             
     There were no marketable securities loaned under the Company’s securities lending program at September 27, 2009. Marketable securities in the amount of $169 million at September 28, 2008 were loaned under the Company’s securities lending program.
     As of September 24, 2006,27, 2009, the contractual maturities of available-for-sale debt securities were as follows (in millions):
                         
  Years to Maturity  No Single    
  Less than  One to  Five to  Greater than  Maturity    
  One Year  Five Years  Ten Years  Ten Years  Date  Total 
  $2,294  $1,358  $679  $27  $1,129  $5,487 
                   
                         
Years to Maturity    No Single    
Less Than  One to  Five to  Greater Than    Maturity    
One Year  Five Years  Ten Years  Ten Years    Date  Total 
$2,320  $4,665  $956  $477    $4,142  $12,560 
                   
     Securities with no single maturity date includeincluded mortgage- and asset-backed securities.

F-16


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 24, 2006
                
Equity securities $2,693  $194  $(32) $2,855 
Debt securities  5,500   11   (24)  5,487 
             
Total $8,193  $205  $(56) $8,342 
             
                 
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 
             
     The Company had no held-to-maturityauction rate securities, non-investment-grade debt securities at September 24, 2006. The fair values of held-to-maturityand debt securities at September 25, 2005 approximate cost.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
2006 $176  $(47) $129 
2005  198   (31)  167 
2004  105   (17)  88 
             
  Gross Gross Net
  Realized Realized Realized
Fiscal Year Gains Losses Gains
2009 $215  $(79) $136 
2008  246   (119)  127 
2007  244   (26)  218 
     Available-for-sale securities were comprised as follows (in millions):
                 
      Unrealized  Unrealized    
  Cost  Gains  Losses  Fair Value 
September 27, 2009
                
Equity securities $2,282  $340  $(157) $2,465 
Debt securities  12,069   530   (39)  12,560 
             
  $14,351  $870  $(196) $15,025 
             
                 
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 
             
     In April 2009, the FASB amended the existing guidance on determining whether an impairment for investments in debt securities is other-than-temporary. The new guidance was effective for the Company’s third quarter of fiscal 2009 and resulted in a net after-tax increase to retained earnings and a corresponding decrease to accumulated other

F-16


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
comprehensive income (loss) of $19 million primarily for the portion of other-than-temporary impairments recorded in earnings in previous periods on securities in the Company’s portfolio at March 30, 2009 that were related to factors other than credit and would not have been required to be recognized in earnings had the new guidance been effective for those periods.
     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 24, 2006 (in millions):
                 
  Less than 12 months  More than 12 months 
      Unrealized      Unrealized 
  Fair Value  Losses  Fair Value  Losses 
U.S. Treasury securities $  $  $19  $ 
Government-sponsored enterprise securities  82      80   (1)
Foreign government bonds        10    
Corporate bonds and notes  515   (1)  407   (4)
Mortgage- and asset-backed securities  132   (1)  150   (3)
Non-investment grade debt securities  952   (10)  61   (3)
Equity mutual funds  382   (13)      
Equity securities  288   (15)  5   (1)
             
  $2,351  $(40) $732  $(12)
             
                 
  September 27, 2009 
  Less than 12 months  More than 12 months 
      Unrealized      Unrealized 
  Fair Value  Losses  Fair Value  Losses 
Corporate bonds and notes $462  $(1) $183  $(5)
Mortgage- and asset-backed securities  56   (1)  20   (1)
Auction rate securities  23   (1)  151   (10)
Non-investment-grade debt securities  127   (5)  263   (15)
Equity securities  155   (11)  155   (16)
Equity mutual funds and exchange-traded funds  44   (6)  730   (124)
             
  $867  $(25) $1,502  $(171)
             
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, municipal bonds, foreign government bonds, mortgage- and asset-backed securities and corporate bonds and notes.
                 
  September 28, 2008 
  Less than 12 months  More than 12 months 
      Unrealized      Unrealized 
  Fair Value  Losses  Fair Value  Losses 
U.S. Treasury securities and government-related securities $375  $(2) $  $ 
Corporate bonds and notes  1,524   (46)  219   (9)
Mortgage- and asset-backed securities  271   (10)  8    
Auction rate securities  186   (8)      
Non-investment-grade debt securities  864   (78)  87   (9)
Equity securities  784   (115)  6   (1)
Equity mutual funds and exchange-traded funds  1,229   (167)      
Debt mutual funds  86   (4)      
             
  $5,319  $(430) $320  $(19)
             
     The unrealized losses on the Company’s investments in investment grade debtmarketable securities at September 27, 2009 and September 28, 2008 were caused primarily by interest rate increases. Due to the facta prolonged disruption in global financial markets that theincluded a deterioration of confidence and a severe decline in market value is attributable to changesthe availability of capital and demand for debt and equity securities. The result has been depressed securities values in interest ratesmost types of securities, including investment- and not credit quality,non-investment-grade debt obligations, mortgage- and becauseasset-backed securities, equity securities, equity mutual and exchanged-traded funds and debt mutual funds. At September 27, 2009, the severity and duration ofCompany concluded that the unrealized losses were not significant,temporary. Further, for equity securities, equity mutual and exchange-traded funds and debt mutual funds with unrealized losses, the Company considered thesehas the ability and the intent to hold such securities until they recover, which is expected to be within a reasonable period of time. For debt securities with unrealized losses, the Company does not have the intent to sell, nor is it more likely than not that the Company will be temporary at September 24, 2006.required to sell, such securities before recovery or maturity.
     Non-Investment Grade Debt Securities.The Company’s investments in non-investment gradefollowing table shows the credit loss portion of other-than-temporary impairments on debt securities consist primarily of investments in corporate bonds and secured bank loans. The unrealized losses onheld by 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 durationCompany as of the unrealized losses were not significant,dates indicated and the Company considered these unrealized losses to be temporary at September 24, 2006.corresponding changes in such amounts (in millions):

F-17


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 24, 2006.
     
  2009 
Beginning balance of credit losses $ 
Credit losses remaining in retained earnings upon adoption  186 
Additional credit losses recognized on securities previously impaired  2 
Credit losses recognized on securities previously not impaired  17 
Reductions in credit losses related to securities sold  (21)
Reductions in credit losses related to previously impaired securities that the Company intends to sell  (14)
    
Ending balance of credit losses $170 
    
Note 3.4. Composition of Certain Financial Statement Captions
     Accounts Receivable.
                
 September 24, September 25,  September 27, September 28, 
 2006 2005  2009 2008 
 (In millions)  (In millions) 
Trade, net of allowances for doubtful accounts of $1 and $2, respectively $632 $506 
Trade, net of allowances for doubtful accounts of $4 and $38, respectively $639 $3,732 
Long-term contracts 44 26  38 33 
Investment receivables 2 412 
Other 24 12  21 10 
          
 $700 $544  $700 $4,187 
          
     Trade accounts receivable at September 28, 2008 included a $2.5 billion licensing receivable that was paid in October 2008. Investment receivables at September 28, 2008 primarily related to amounts due for redemptions of money market investments for which the Company received partial payment in fiscal 2009, and the remaining $48 million net receivable was recorded in other assets at September 27, 2009, substantially all of which was classified as noncurrent due to the uncertainty regarding the timing of distributions.
     Inventories.
                
 September 24, September 25,  September 27, September 28, 
 2006 2005  2009 2008 
 (In millions)  (In millions) 
Raw materials $30 $23  $15 $27 
Work-in-process 13 6  199 199 
Finished goods 207 148  239 295 
          
 $250 $177  $453 $521 
          

F-18


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Property, Plant and Equipment.
                
 September 24, September 25,  September 27, September 28, 
 2006 2005  2009 2008 
 (In millions)  (In millions) 
Land $76 $65  $187 $183 
Buildings and improvements 853 616  1,364 1,262 
Computer equipment 659 520 
Computer equipment and software 1,022 929 
Machinery and equipment 764 544  1,535 1,063 
Furniture and office equipment 43 33  65 59 
Leasehold improvements 171 107  219 155 
Construction in progress 76 200 
          
 2,566 1,885  4,468 3,851 
  
Less accumulated depreciation and amortization  (1,084)  (863)  (2,081)  (1,689)
          
 $1,482 $1,022  $2,387 $2,162 
          
     Depreciation and amortization expense related to property, plant and equipment for fiscal 2006, 20052009, 2008 and 20042007 was $239$428 million, $177$372 million and $140$317 million, respectively. The netgross book values of property under capital leases included in buildings and improvements were $58$190 million and $2$140 million at September 24, 200627, 2009 and September 25, 2005,28, 2008, 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 for the years ended September 24, 2006during fiscal 2009, 2008 and September 25, 20052007 were $56$50 million, $51 million and $3$33 million, respectively. There were no capital lease additions in the year ended September 26, 2004.
     At September 24, 200627, 2009 and September 25, 2005,28, 2008, buildings and improvements and leasehold improvements with aaggregate net book value of $19$56 million and $36$63 million, respectively, including accumulated depreciation and amortization of

F-18


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
$15 $9 million and $30$6 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 three years from fiscal 20072010 to 2009 are $52014 is expected to be $8 million, $4$6 million, $6 million, $3 million and $1 million, respectively.respectively, and zero thereafter.
     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 24, 200627, 2009 as follows: $339$434 million in QUALCOMMQualcomm CDMA Technologies, $687$675 million in QUALCOMMQualcomm Technology Licensing, $76$255 million in QUALCOMMQualcomm Wireless & Internet, and $128 million in QUALCOMMQualcomm MEMS Technology (a nonreportable segment included in reconciling items in Note 10). The increasedecrease in goodwill from September 25, 200528, 2008 to September 24, 200627, 2009 was the result of the Company’s business acquisitions (Note 11),adjustments to acquired deferred tax assets and currency translation adjustments, partially offset by currency translation adjustments.a business acquisition.
     The components of purchased intangible assets, which are included in other assets were as follows (in millions):
                                
 September 24, 2006 September 25, 2005  September 27, 2009 September 28, 2008 
 Gross Gross    Gross Gross   
 Carrying Accumulated Carrying Accumulated  Carrying Accumulated Carrying Accumulated 
 Amount Amortization Amount Amortization  Amount Amortization Amount Amortization 
Wireless licenses $238 $(22) $164 $(17) $766 $(1) $849 $(38)
Marketing-related 21  (11) 21  (9) 22  (13) 25  (14)
Technology-based 257  (43) 116  (48) 2,598  (317) 2,406  (139)
Customer-related 6  (2) 17  (13) 11  (7) 14  (6)
Other 7  (1) 7  (1) 9  (3) 9  (2)
                  
 $529 $(79) $325 $(88) $3,406 $(341) $3,303 $(199)
                  
     All of the Company’s purchased intangible assets, other than certain wireless licenses in the amount of $157$762 million and goodwill, are subject to amortization. Amortization expense related to these intangible assets for fiscal 2006, 20052009, 2008 and 20042007 was $32$207 million, $19$84 million and $18$68 million, respectively, and for fiscal 2010 to 2014 is expected to be $31$217 million, in fiscal 2007, $27$214 million, in fiscal 2008, $26$199 million, in fiscal 2009, $24 million in fiscal 2010, $23 million in fiscal 2011 and $162 million thereafter.
     Capitalized software development costs, which are included in other assets, were $27$179 million and $43 million at September 24, 2006 and September 25, 2005, respectively. Accumulated amortization on capitalized software was $27 million and $42 million at September 24, 2006 and September 25, 2005, respectively. Amortization expense related to capitalized software for fiscal 2006, 2005 and 2004 was $1 million, $4 million and $13 million, respectively.
Note 4. Investments in Other Entities
     The Company and another investor (the Other Investor) own minority interests in Inquam Limited (Inquam), the owner of a wireless CDMA-based operator in Romania, and in Inquam’s former subsidiaries in Portugal (the Portugal Companies). The Company recorded $20 million, $33 million and $59 million in equity in losses of Inquam during fiscal 2006, 2005 and 2004, respectively, including a $12 million loss resulting from Inquam’s restructuring during fiscal 2006. At September 24, 2006 and September 25, 2005, the Company’s equity and debt investments in Inquam and the Portugal Companies totaled $5 million and $26$172 million, respectively, net of equity in losses. The Company and the Other Investor have each guaranteed 50% of a portion of amounts owed under certain of Inquam’s long-term financing arrangements, up to a combined maximum of $53 million. The fair value of this obligation, which is insignificant, has been recorded in the financial statements. The guarantee expires and the facilities mature on December 25, 2011.
Other.Other strategic equity investments as of September 24, 2006 and September 25, 2005 totaled $89 million and $96 million, respectively, including $73 million and $59 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 24, 2006 and September 25, 2005. At September 24, 2006, effective ownership interests in these investees ranged from approximately 19% to 50%. Funding commitments related to these investments totaled $16 million at September 24,$1.3 billion thereafter.

F-19


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2006, which the Company expects to fund through fiscal 2009. Such commitments are subject to the investees meeting certain conditions. As such, actual equity funding may be in lesser amounts.Other Current Liabilities
         
  September 27,  September 28, 
  2009  2008 
  (In millions) 
Customer-related liabilities, including incentives, rebates and other reserves $461  $334 
Current portion of payable to Broadcom (Note 9)  170    
Accrued liability to KFTC (Note 9)  230    
Payable for unsettled securities trades  101   209 
Obligations under securities lending     173 
Other  294   354 
       
  $1,256  $1,070 
       
Note 5. Investment (Loss) Income (Expense)
     Investment (loss) income, (expense)net was comprised as follows (in millions):
            
 Year Ended 
 September 24, September 25, September 26,             
 2006 2005 2004  2009 2008 2007 
Interest and dividend income $416 $256 $175  $516 $491 $558 
Interest expense  (4)  (3)  (2)  (24)  (22)  (11)
Net realized gains on marketable securities 129 167 88  136 127 218 
Net realized gains on other investments 7 12   1 28 4 
Other-than-temporary losses on marketable securities  (20)  (13)  (12)
Other-than-temporary losses on other investments  (4)  (1)  
(Losses) gains on derivative instruments  (29) 33 7 
Equity in losses of investees  (29)  (28)  (72)
Net impairment losses on marketable securities  (743)  (502)  (16)
Net impairment losses on other investments  (20)  (33)  (11)
Gains on derivative instruments 1 6 2 
Equity in (losses) earnings of investees  (17) 1  (1)
              
 $466 $423 $184  $(150) $96 $743 
              
     Net impairment losses on marketable securities for fiscal 2009 was comprised of total other-than-temporary impairment losses of $747 million less $4 million related to the noncredit portion of losses on debt securities recognized in other comprehensive income. The net other-than-temporary losses on marketable securities were generally related to depressed securities values caused by the major disruption in U.S. and foreign credit and financial markets.
Note 6. Income Taxes
     The components of the income tax provision were as follows (in millions):
            
 Year Ended 
 September 24, September 25, September 26,             
 2006 2005 2004  2009 2008 2007 
Current provision:  
Federal $299 $77 $115  $130 $394 $192 
State 88 42 60  52 71 37 
Foreign 156 140 157  291 245 185 
       
 543 259 332        
        473 710 414 
        
Deferred provision:  
Federal 165 398 227   (47)  (14)  (75)
State  (23) 9 29  77  (22)  (15)
Foreign 1     (19)  (8)  (1)
              
 143 407 256  11  (44)  (91)
              
 $686 $666 $588  $484 $666 $323 
              
     The foreign component of the income tax provision consists primarily of foreign withholding taxes on royalty income included in United States earnings.

F-20


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The components of income from continuing operations before income taxes by United States and foreign jurisdictions were as follows (in millions):
             
  Year Ended 
  September 24,  September 25,  September 26, 
  2006  2005  2004 
United States $1,445  $1,570  $1,571 
Foreign  1,711   1,239   742 
          
  $3,156  $2,809  $2,313 
          

F-20


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             
  2009  2008  2007 
United States $1,041  $1,564  $1,681 
Foreign  1,035   2,262   1,945 
          
  $2,076  $3,826  $3,626 
          
     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 24, September 25, September 26,             
 2006 2005 2004  2009 2008 2007 
Expected income tax provision at federal statutory tax rate $1,105 $983 $809  $727 $1,339 $1,269 
State income tax provision, net of federal benefit 168 109 91  98 168 180 
One-time dividend  35  
Foreign income taxed at other than U.S. rates  (525)  (290)  (215)  (407)  (858)  (710)
Tax audit settlements  (155)   (331)
Tax credits  (112)  (47)  (91)
Valuation allowance  (46)  (78)  (44) 229 48  (7)
Tax credits  (46)  (66)  (49)
Revaluation of deferred taxes 74   
Other 30  (27)  (4) 30 16 13 
              
Income tax expense $686 $666 $588  $484 $666 $323 
              
     The Company has not provided forrecorded a deferred tax liability of approximately $3.0 billion related to the United States federal and state income taxes and foreign withholding taxes on a cumulative total of approximately $2.7$8.6 billion of undistributed earnings fromof certain non-United States subsidiaries indefinitely invested outside the United States. Should the Company decide to repatriate the 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 corporations in the United States to repatriate accumulated income earned abroad by providing an 85 percent dividends received deduction for certain dividends from controlled foreign corporations. In the fourth quarter of fiscal 2005, the Company repatriated approximately $0.5 billion of foreign earnings qualifying for the special incentive under the Jobs Creation Act and recorded a related expense of approximately $35 million for federal and state income tax liabilities. This distribution does not change the Company’s intention towill no longer be indefinitely reinvest undistributed earnings of certain of its foreign subsidiaries in operationsinvested outside the United States.
     DuringThe Company files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. The tax provision was reduced by $155 million during fiscal 2006,2009 to adjust the Internal Revenue ServiceCompany’s prior year estimates of uncertain tax positions as a result of various federal, state and foreign tax audits. The Company is no longer subject to United States federal examinations by taxing authorities for years prior to fiscal 2008. The U.S. income tax return for fiscal 2008 is being examined by the IRS, which is expected to be completed no later than May 2010. The Company is participating in the IRS Compliance Assurance Program, whereby the IRS and the Company endeavor to agree on the treatment of all issues in the fiscal 2009 tax return prior to the return being filed. The Company is subject to examination by the California Franchise Tax Board for fiscal years after 2002 and is currently under examination for fiscal 2003, 2004 and 2005. The Company is also subject to income taxes in other taxing jurisdictions in the United States and around the world, many of which are open to tax examinations for periods after fiscal 2002.
     During fiscal 2007, the Internal Revenue Service completed audits of the Company’s tax returns for fiscal 20012003 and 2002,2004, resulting in adjustments to the Company’s net operating loss and credit carryover amounts for those years. The tax provision was reduced by $73$331 million during fiscal 20062007 to reflect the known and expected impacts of the audits on both the reviewed and open tax years.

F-21


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The Company had net deferred tax assets and deferred tax liabilities as follows (in millions):

F-21


         
  September 24,  September 25, 
  2006  2005 
Accrued liabilities, reserves and other $169  $191 
Share-based compensation  164    
Capitalized start-up and organizational costs  46    
Deferred revenue  55   76 
Unrealized losses on marketable securities  43   5 
Unused net operating losses  59   13 
Capital loss carryover  82   161 
Tax credits  129   346 
Unrealized losses on investments  145   137 
Property, plant and equipment     8 
Other basis differences  22    
       
Total gross deferred assets  914   937 
Valuation allowance  (22)  (69)
       
Total net deferred assets $892  $868 
       
Purchased intangible assets  (79)  (17)
Deferred contract costs  (6)  (18)
Unrealized gains on marketable securities  (67)  (50)
Property, plant and equipment  (10)   
Other basis differences     (1)
       
Total deferred liabilities $(162) $(86)
       
QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         
  September 27,  September 28, 
  2009  2008 
Accrued liabilities, reserves and other $278  $278 
Share-based compensation  500   383 
Capitalized start-up and organizational costs  103   118 
Unearned revenues  56   51 
Unrealized losses on marketable securities  396   380 
Unrealized losses on other investments  31   37 
Capital loss carryover  83   13 
Tax credits  5   96 
Unused net operating losses  69   66 
Other basis differences  7   14 
       
Total gross deferred assets  1,528   1,436 
Valuation allowance  (72)  (149)
       
Total net deferred assets  1,456   1,287 
       
         
Purchased intangible assets  (95)  (85)
Deferred contract costs  (7)  (5)
Unrealized gains on marketable securities  (255)  (20)
Property, plant and equipment  (110)  (59)
       
Total deferred liabilities  (467)  (169)
       
Net deferred assets $989  $1,118 
       
Reported as:        
Current deferred tax assets $149  $289 
Non-current deferred tax assets  843   830 
Non-current deferred tax liabilities(1)
  (3)  (1)
       
  $989  $1,118 
       
(1)Included in other liabilities in the consolidated balance sheets.
     At September 27, 2009, the Company had unused federal net operating loss carryforwards of $131 million expiring from 2015 through 2028, unused state net operating loss carryforwards of $202 million expiring from 2012 through 2029, and unused foreign net operating loss carryforwards of $47 million, with $46 million expiring from 2012 through 2015. At September 27, 2009, the Company had unused state income tax credits of $5 million, which do not expire. The Company does not expect its federal net operating loss carryforwards and its state income tax credits to expire unused.
     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 24, 2006,27, 2009, the Company has provided a valuation allowance on foreign and state net operating losses and net capital losses of $16 million.$17 million and $55 million, respectively, of which $278 million was recorded as an increase in other comprehensive income in fiscal 2009. 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.
     AtA summary of the changes in the amount of unrecognized tax benefits for fiscal 2009 and 2008 is shown below (in millions):
         
  2009  2008 
Beginning balance of unrecognized tax benefits $244  $224 
Additions based on prior year tax positions  39   6 
Reductions for prior year tax positions  (202)  (38)
Additions for current year tax positions  3   52 
       
Ending balance of unrecognized tax benefits $84  $244 
       

F-22


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Unrecognized tax benefits at September 24, 2006 and September 25, 2005,27, 2009 include $44 million for tax positions that, if recognized, would impact the Company hadeffective tax rate. The reduction in unrecognized tax benefits in fiscal 2009 related primarily to the impacts of various federal, state and foreign tax audits. Due to the anticipated resolution of additional tax audits during fiscal 2010, it is likely that the Company’s unrecognized tax benefits will decrease within the next twelve months and result in adjustments to the Company’s deferred tax assets, income taxes payable of approximately $137 million and $69 million, respectively, included in other current liabilities.
     At September 24, 2006, the Company had unused federal income tax creditsprovision. Interest expense related to uncertain tax positions was negligible in fiscal 2009, 2008 and 2007. The amount of $534 million, with $522 million expiring from 2012 through 2026,accrued interest and state income tax credits of $96 million, which do not expire. The Company does not expect its federal income tax credits to expire unused.penalties was negligible at September 27, 2009 and September 28, 2008.
     Cash amounts paid for income taxes, net of refunds received, were $172$516 million, $168$360 million and $127$233 million for fiscal 2006, 20052009, 2008 and 2004,2007, 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 recorded 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. 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 24, 200627, 2009 and September 25, 2005,28, 2008, 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-suchtwice 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 Rights are triggered for a price of $0.001 per Right.

F-22


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Stock Repurchase Program.On November 7, 2005,March 11, 2008, the Company announced that it had been authorized theto repurchase of up to $2.5$2.0 billion of the Company’s common stock. The stock under arepurchase program withhas no expiration date. The $2.5 billionWhen stock repurchase program replaced a $2.0 billion stock repurchase program,is repurchased and retired, the amount paid in excess of which approximately $1.0 billion remained authorized for repurchases.par value is recorded to paid-in capital. During fiscal 20062009, 2008 and 2005,2007, the Company repurchased and retired 34,000,0008,920,000, 42,616,000 and 37,263,000 shares and 27,083,000 of common stock, respectively, for $284 million, $1.7 billion and $1.5 billion, respectively, before commissions and $953excluding $14 million respectively, excluding $5and $9 million of premiums received related to put options that were exercised in fiscal 2006. The Company did not repurchase any of the Company’s common stock during fiscal 2004.2008 and 2007, respectively. At September 24, 2006,27, 2009, approximately $0.9$1.7 billion remained authorized for repurchasesrepurchase under the Company’s stock repurchase program, net of put options outstanding.program.
     In connection with the Company’s stock repurchase program, the Company sold put options on its own stock during fiscal 2006, 2005 and 2004.2007. At September 24, 2006, the Company had two outstanding27, 2009 and September 28, 2008, no put options enabling holders to sell 2,000,000 shares of the Company’s common stock to the Company for approximately $89 million (net of the put option premiums received), and the recorded values of the put option liabilities totaled $19 million. In October 2006, one of the put options was exercised, and the Company repurchased and retired 1,000,000 shares of its common stock for approximately $45 million (net of the put option premium received). Upon repurchase, the shares were retired. The remaining put option, with an expiration date in November 2006, may require the Company to repurchase 1,000,000 shares of its common stock for approximately $45 million (net of the put option premium received). Any shares purchased upon the exercise of the put option will be retired.remained outstanding. During fiscal 2006,2008, the Company recognized $29gains of $6 million in investment income due to decreases in the fair values of put options, including premiums received of $14 million. During fiscal 2007, the Company recognized $3 million in investment losses due to net increases in the fair values of put options, net of premiums received of $11$17 million. During fiscal 2005 and 2004, the Company recognized gains of $31 million and $5 million, respectively, in investment income due to decreases in the fair values of put options, including premiums received of $15 million and $5 million, respectively.
     Dividends.The Company announced increases in its quarterly dividend per share of common stock from $0.035$0.12 to $0.05$0.14 on March 2, 2004,13, 2007, from $0.05$0.14 to $0.07 on July 13, 2004, from $0.07 to $0.09$0.16 on March 8, 2005,11, 2008, and from $0.09$0.16 to $0.12$0.17 on March 7, 2006.3, 2009. Cash dividends announced in fiscal 2006, 20052009, 2008 and 20042007 were as follows (in millions, except per share data):

F-23


                         
  2006  2005  2004 
  Per Share  Total  Per Share  Total  Per Share  Total 
First quarter $0.09  $148  $0.07  $115  $0.07(a) $112 
Second quarter  0.09   150   0.07   115   0.05   81 
Third quarter  0.12   202   0.09   147   (b)   
Fourth quarter  0.12   198   0.09   147   0.07   114 
                   
Total $0.42  $698  $0.32  $524  $0.19  $307 
                   
QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         
  2009  2008  2007 
  Per Share  Total  Per Share  Total  Per Share  Total 
First quarter $0.16  $264  $0.14  $228  $0.12  $198 
Second quarter  0.16   264   0.14   227   0.12   200 
Third quarter  0.17   282   0.16   261   0.14   234 
Fourth quarter  0.17   283   0.16   266   0.14   230 
                   
  $0.66  $1,093  $0.60  $982  $0.52  $862 
                   
(a)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.
(b)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 5, 2006,2, 2009, the Company announced a cash dividend of $0.12$0.17 per share on the Company’s common stock, payable on January 4, 2007December 23, 2009 to stockholders of record as of December 7, 2006,November 25, 2009, which will be reflected in the consolidated financial statements in the first quarter of fiscal 2007.2010.
Note 8. Employee Stock Benefit Plans
     Employee Savings and Retirement Plan.The Company has a 401(k) plan that allows eligible employees to contribute up to 50%100% 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 2006, 20052009, 2008 and 20042007 was $33$46 million, $27$45 million and $21$39 million, respectively.
     Equity Compensation Plans.The Board 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

F-23


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
during the second quarter of fiscal 2006 and replaced the 2001 Stock Option Plan and the 2001 Non-Employee DirectorDirectors’ Stock Option Plan and their predecessor plans (the Prior 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 beis the source of shares issued under the Executive Retirement Matching Contribution Plan (ERMCP). The share reserve under the 2006 Plan is equal to the shares available for future grant under the combined plans on the date the 2006 Plan was approved by the Company’s stockholders, plus an additional 65,000,000 shares for a total of approximately 280,192,000 shares reserved. This share amount is automatically increased by the amount equal to the number of shares405,284,000 at September 27, 2009. Shares subject to any outstanding option under a Prior Plan that is terminated or cancelled (but not an option under a Prior Plan that expires) following the date that the 2006 Plan was approved by stockholders. Sharesstockholders, and shares that are subject to an award under the ERMCP and are returned to the Company because they fail to vest, will again become available for grant under the 2006 Plan. The Board of Directors of the Company may amend or terminate the 2006 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 andyears. Options are exercisable for up to ten years from the grant date.
     During fiscal 2006,2008, the Company assumed a total of approximately 3,530,0001,462,000 outstanding stock options under the Flarion Technologies, Inc. 2000 Stock Option and Restricted Stock Purchase Plan, the Berkana Wireless Inc. 2002 Stock Plan and 2002 Executive Stock Plan and under the Qualphone Inc. 2004 Equity Incentive Planvarious stock-based incentive plans that were assumed (the Assumed Plans), as amended, as a result of the acquisitions (Note 11).acquisitions. The Assumed 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 periods not exceeding fourfive years and are exercisable for up to ten years from the grant date.
     Information under FAS 123R for Fiscal 2006
A summary of stock option transactions for all stock option plans follows:
                 
          Average    
      Weighted  Remaining  Aggregate 
  Number of  Average  Contractual  Intrinsic 
  Shares  Exercise  Term  Value 
  (In thousands)  Price  (Years)  (In billions) 
Outstanding at September 25, 2005  202,794  $24.35         
Options granted  34,977   45.69         
Options assumed(1)
  3,530   21.15         
Options cancelled/forfeited/expired  (3,057)  35.08         
Options exercised  (36,389)  16.71         
                
Outstanding at September 24, 2006  201,855  $29.20   6.15  $2.2 
             
Exercisable at September 24, 2006  121,872  $24.42   4.76  $1.8 
             
                 
          Average  
      Weighted Remaining Aggregate
  Number of Average Contractual Intrinsic
  Shares Exercise Term Value
  (In thousands) Price (Years) (In billions)
Outstanding at September 28, 2008
  202,326  $37.42         
Options granted  41,135   38.16         
Options cancelled/forfeited/expired  (5,365)  41.85         
Options exercised  (18,585)  28.76         
                 
Options outstanding at September 27, 2009
  219,511  $38.18   6.45  $1.6 
                 
Exercisable at September 27, 2009
  123,534  $36.36   5.01  $1.1 
                 
(1)Represents activity related to options that were assumed as a result of acquisitions (Note 11).
Net stock options, after forfeitures and cancellations, granted during fiscal 2006, 20052009, 2008 and 20042007 represented 1.9%2.2%, 1.8%2.7% and 1.7%2.0% of outstanding shares as of the beginning of each fiscal year, respectively. Total stock options granted during fiscal 2006, 20052009, 2008 and 20042007 represented 2.1%2.5%, 2.1%3.2% and 1.9%2.4%, respectively, of outstanding shares as of the end of each fiscal year.

F-24


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The Company’s determination of the fair value of share-based paymentstock 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 24, 2006,27, 2009, total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $1.2$1.4 billion, which is expected to be recognized over a weighted-average period of 1.73.3 years. Total share-based compensation cost capitalized as part of inventory and fixed assets was $1 million during fiscal 2006. The total intrinsic value of stock options exercised during fiscal 20062009, 2008 and 2007 was $1.1 billion.$272 million, $1.3 billion and $708 million, respectively. The Company recorded cash received from the exercise of stock options of $608$534 million, $1.1 billion and $479 million and related tax benefits of $421$106 million, $492 million and $272 million during fiscal 2006.2009, 2008 and 2007, respectively. Upon option exercise, the Company issues new shares of stock.

F-24


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Additional information aboutDuring fiscal 2008, the Company granted 55,000 restricted stock options outstandingunits to certain employees, all of which remain unvested at September 24, 2006 with exercise prices less than or above $37.8627, 2009. 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 24, 2006, follows (number 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 $37.86  98,804  $19.59   37,751  $26.57   136,555  $21.52 
Above $37.86  23,068   45.10   42,232   45.36   65,300   45.27 
                      
Total outstanding  121,872  $24.42   79,983  $36.49   201,855  $29.20 
                      
Information under FAS 123 for Periods Prior27, 2009, the total unrecognized estimated compensation cost related to Fiscal 2006
     A summary ofnon-vested restricted stock option transactions for all stock option plans follows (number of shares in thousands):
                 
      Options Outstanding 
  Shares      Exercise Price Per Share 
  Available  Number      Weighted 
  for Grant  of Shares  Range  Average 
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(1)
  765          
Options assumed(1)
  (765)  765   0.09 to 38.48   24.32 
Plan shares expired(2)
  (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 
               
(1)Represents activity related to options that were assumed as a result of acquisitions (Note 11).
(2)Represents shares available for future grant cancelled pursuant to the Iridigm and Spike acquisitions.
     There were approximately 124,491,000 options exercisable with a weighted average exercise price of $21.11 per share at September 25, 2005. There were approximately 124,650,000 options exercisable with a weighted average exercise price of $17.41 per share at September 26, 2004.units granted prior to that date was negligible.
     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 employee stock purchase plan to include a non-423(b) plan. The 2001 Employee Stock Purchase Planemployee 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 2006, 20052009, 2008 and 2004,2007, approximately 2,220,000, 1,786,0003,654,000, 2,951,000 and 2,205,0002,650,000 shares, respectively, were issued under the plans at an average price of $31.10, $29.63$29.72, $35.96 and $18.60$32.08 per share, respectively. At September 24, 2006,27, 2009, approximately 13,226,0003,971,000 shares were reserved for future issuance.
     At September 24, 2006,27, 2009, total unrecognized estimated compensation cost related to non-vested purchase rights granted prior to that date was $7$12 million. The Company recorded cash received from the exercise of purchase rights of $69$109 million, $106 million and $85 million during fiscal 2006.2009, 2008, and 2007, 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 under the ERMCP 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 vestingvest based on certain

F-25


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
minimum participation or service requirements and are fully vested at age 65. Participants who terminate employment forfeit their unvested shares. During fiscal 2006, 20052009, 2008 and 2004,2007, approximately 47,000, 92,000153,000, 96,000 and 108,000126,000 shares, respectively, were allocated under the plans. Theplans, and the Company recorded $2$6 million, $3$6 million and $5 million in compensation expense, during fiscal 2006, 2005 and 2004, respectively, related to its net matching contributions to the plans.
Note 9. Commitments and Contingencies
     Litigation.Zoltar Satellite Alarm Systems, Inc. v. QUALCOMM Incorporated 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 that was dismissed as premature. While the Company has already obtained a verdict of non-infringement of Zoltar’s patents, the Company’s additional affirmative claims seeking declarations of the non-enforceability and invalidity of those patents were set to be retried in the same Court on October 10, 2006. However, Zoltar has informed the Court that it will covenant not to sue the Company or SnapTrack on the patents. The final form of dismissal and judgment in favor of the Company and SnapTrack remains to be determined.
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. On March 15, 2006, the Court dismissed all claims against the Company. The plaintiff has filed a notice of appeal.
Broadcom Corporation v. QUALCOMM Incorporated:On May 18, 2005, Broadcom filed two actions 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, Broadcom also filed a complaint in the United States International TradeEuropean Commission (ITC) alleging infringement of five of the same patents at issue in the Central District Court cases seeking a determination and relief under Section 337 of the Tariff Act of 1930. On July 1, 2005, Broadcom filed an action in the United States District Court for the District of New Jersey against the Company alleging violations of state and federal antitrust and unfair competition laws as well as common law claims, generally relating to licensing and chip sales activities, seeking monetary damages and injunctive relief based thereon. On September 1, 2006, the New Jersey District Court dismissed the complaint; Broadcom has filed notice of appeal. Discovery is underway in one of the Central District Court patent actions, with trial scheduled for May 2007. On December 12, 2005, the Central District Court ordered two of the Broadcom patent claims filed in the other Central District patent action (which is stayed pending completion of the ITC action) to be transferred to the Southern District of California to be considered in the case filed by the Company on August 22, 2005. That case now contains additional related claims filed by the Company and Broadcom. On February 14, 2006, the ITC hearing commenced as to three of the patents alleged. On October 10, 2006, the Administrative Law Judge (ALJ) issued an interim decision 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 Company will petition the Commission for review of at least the limited infringement findings and patent validity findings.
QUALCOMM Incorporated v. Broadcom Corporation:Complaint: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 essential 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. On October 14, 2005, the Company filed another 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. That action is scheduled for trial in January 2007. On March 24, 2006, the Company filed another action in the United States District Court for the Southern District of California, alleging that Broadcom, during the period in which it has been attempting to bring to market a WCDMA baseband solution, misappropriated QUALCOMM confidential and trade secret information relating to QUALCOMM’s WCDMA

F-26


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
baseband chips, and relating to the Company’s multimedia capabilities for such chips. The complaint also asserts another patent claim against Broadcom’s wireless local area network products, including such capability bundled with Broadcom’s WCDMA product offerings. Broadcom counterclaimed with the assertion of two patents. On October 27, 2006, the Court issued a preliminary injunction against Broadcom, prohibiting the future use or solicitation of certain of the Company’s confidential business and technical documents and information.
QUALCOMM Incorporated and SnapTrack, Inc. v. Nokia Corporation and Nokia Inc.:On November 4, 2005, the Company, along with its wholly-owned subsidiary, SnapTrack, filed an action in the United States District Court for the Southern District of California against Nokia alleging infringement of eleven QUALCOMM patents and one SnapTrack patent relating to GSM/GPRS/EDGE and position location and seeking monetary damages and injunctive relief. The case is currently stayed pending a decision by the Federal Circuit regarding Nokia’s arbitration demand. On May 24, 2006, the Company filed an action in the Chancery Division of the High Court of Justice for England and Wales against Nokia alleging infringement of two QUALCOMM patents relating to GSM/GPRS/EDGE technology seeking monetary damages and injunctive relief. On June 9, 2006, the Company filed a complaint with the ITC against Nokia alleging importation of products that infringe six QUALCOMM patents relating to power control, video encoding and decoding, and power conservation mode technologies and seeking an exclusionary order and a cease and desist order. On July 7, 2006, the ITC commenced an investigation. On August 9, 2006, the Company filed an action in the District Court of Dusseldorf, Federal Republic of Germany, against Nokia alleging infringement of two QUALCOMM patents relating to GSM/GPRS/EDGE technology seeking monetary damages and injunctive relief. On October 9, 2006, the Company filed an action in the High Court of Paris, France against Nokia alleging infringement of two patents relating to GSM/GPRS/EDGE technology seeking monetary damages and injunctive relief. On October 9, 2006, the Company filed an action in the Milan Court, Italy against Nokia alleging infringement of two patents relating to GSM/GPRS/EDGE technology seeking monetary damages and injunctive relief.
Nokia Corporation and Nokia Inc. v. QUALCOMM Incorporated:On August 9, 2006, Nokia Corporation and Nokia, Inc. filed a complaint in Delaware Chancery Court seeking declaratory and injunctive relief relating to alleged commitments made by the Company to wireless industry standards setting organizations. The Company has moved to dismiss the complaint.
Other:The Company has been named, along with many other manufacturers of wireless phones, wireless operators and industry-related organizations, as a defendant in several purported class action lawsuits, and several individually filed actions pending in Pennsylvania, Washington D.C., and Louisiana, seeking monetary damages arising out of its sale of cellular phones. The courts that have reviewed similar claims against other companies to date have held that there was insufficient scientific basis for the plaintiffs’ claims in those cases.
On October 28, 2005, it was reported that six companies (Broadcom, Nokia, Texas Instruments, NEC, Panasonic and Ericsson) filed complaints with the European Commission, alleging that the Company violated European Union competition law in its WCDMA licensing practices. The Company has received the complaints and has submitted replies to the allegations, as well as documents and other information requested by the European Commission. On October 1, 2007, the European Commission announced that it had initiated a reply.proceeding. To date, the European Commission has not announced whether it would issue a Statement of Objections or whether it has made any conclusions as to the merits of the complaints. As part of their agreements with the Company, Nokia and Broadcom have each withdrawn their complaints filed with the European Commission, though the investigation remains active.
     ItTessera, 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 United States International Trade Commission (ITC) pursuant to Section 337 of the Tariff Act of 1930 against the Company and other companies, alleging infringement of two patents relating to semiconductor packaging structures and seeking monetary damages and injunctive and other relief. The District Court action is stayed pending resolution of the ITC proceeding. The U.S. Patent and Trademark Office’s (USPTO) Central Reexamination Unit has been reportedissued office actions rejecting all of the asserted patent claims on the grounds that twothey are invalid in view of certain prior art and has made these rejections final; Tessera has appealed the rejections to the Board of Appeals and Interferences. On December 1, 2008, the Administrative Law Judge (ALJ) ruled that the patents are valid but not infringed. On May 20, 2009, however, the ITC reversed the ALJ’s determination that the patents were not infringed and it issued the

F-25


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
following remedial orders: (1) a limited exclusion order that bans the Company and the other named respondents from importing into the United States the accused chip packages (except to the extent those products are licensed) and (2) a cease and desist order that prohibits the Company from engaging in certain domestic activities respecting those products. The Company and other respondents have appealed. The ITC declined to stay its decision pending appeal, and the President declined to review the decision. The Company has shifted supply of accused chips for the U.S. market to a licensed supplier, Amkor. A licensed source of supply permits the Company to continue to supply the U.S. market without interruption. The appeals court has declined the Company’s request that it stay enforcement of the orders pending appeal. The subject patents expire on September 24, 2010, at which time the ITC orders will cease to be operative.
Korea Fair Trade Commission Complaint:Two U.S. companies (Texas Instruments and Broadcom) and two South Korean companies (Nextreaming Corp. and THINmultimediaThin Multimedia, Inc.) have filed complaints with the KoreanKorea Fair Trade Commission (KFTC) alleging that certain of the Company’s business practices violate South Korean anti-trust regulations. On February 17, 2009, the KFTC issued a Case Examiner’s report setting forth allegations with respect to the lawfulness of certain business practices related to the Company’s integration of multimedia solutions into its chipsets, rebates and discounts provided to its chipset customers and of certain licensing practices. As a result of its agreement with the Company, in May 2009 Broadcom withdrew its complaint to the KFTC. Hearings before the KFTC commenced on May 27, 2009, and on July 23, 2009 the KFTC announced its ruling, although the written decision has not yet been issued. The KFTC announced that it found the Company to be in violation of South Korean law by offering certain discounts and rebates for purchases of its CDMA chips and that it would levy a fine of at least 260 billion Korean won, as well as order the Company to cease the practices at issue. Subject to the issuance and review of the KFTC’s written decision, the Company intends to appeal the decision. As a result of this announcement, the Company recorded a $230 million charge during fiscal 2009. The Company does not anticipate that the cease and desist remedies ordered will have a material effect on its operations. In July 2009, the KFTC also announced that it would continue its review of the Company’s integration of multimedia functions into its chipsets, but it has not announced any decisions in that regard. The Company believes that its practices do not violate South Korean competition law, are grounded in sound business practice and are consistent with its customers’ desires.
Japan Fair Trade Commission Complaint: The Japan Fair Trade Commission (JFTC) has received unspecified complaints alleging that the Company’s business practices are, in some way, a violation of South Korean anti-trust regulations. To date,Japanese law. On September 29, 2009, the JFTC issued a Cease and Desist Order (CDO) concluding that the Company’s Japanese licensees were forced to cross-license patents to the Company on a royalty-free basis and were forced to accept a provision under which they agreed not to assert their essential patents against the Company’s other licensees who made a similar commitment in their license agreements with the Company. The CDO seeks to require the Company to modify its existing license agreements with Japanese companies to eliminate these provisions while preserving the license of the Company’s patents to those companies. The Company disagrees with the conclusions that it forced its Japanese licensees to agree to any provision in the parties’ agreements and that those provisions violate Japan’s Anti-Monopoly Act. The Company intends to invoke its right under Japanese law to an administrative hearing before the JFTC, request that the JFTC suspend the CDO pending a decision following the hearing, and seek a stay of the CDO from the Japanese courts should the JFTC deny the Company’s request to suspend the CDO.
Other:The Company has been named, along with many other manufacturers of wireless phones, wireless operators and industry-related organizations, as a defendant in purported class action lawsuits, and individually filed actions pending in Pennsylvania and Washington D.C., seeking monetary damages arising out of its sale of cellular phones. Two of the cases in which the Company has not receivedbeen named as a defendant have been dismissed by the complaints.lower courts and are now on appeal by the plaintiffs.
     On August 5, 2009, Panasonic filed an arbitration demand alleging that it does not owe royalties, or owes less royalties, on its WCDMA subscriber units, and that the Company breached the license agreement between the parties as well as certain commitments to standards setting organizations. The arbitration demand seeks declaratory relief regarding the amount of royalties due and payable by Panasonic, as well as the return of certain royalties it had previously paid. The Company has responded to the arbitration demand, denying the allegations and requesting judgment in its favor on all claims. Although the Company believes Panasonic’s claims are without merit, it has deferred the recognition of revenue related to WCDMA subscriber unit royalties reported and paid by Panasonic in the fourth quarter of fiscal 2009 because, among other reasons, the matter has been submitted to arbitration for resolution.
     In November 2008, a complaint was filed in San Diego Federal Court on behalf of a purported class of individuals who purchased CDMA devices or service, seeking damages and injunctive relief under federal and/or state antitrust and unfair competition laws and common law as a result of the Company’s licensing practices. On March 3, 2009, the court granted the Company’s motion and dismissed the complaint. On April 2, 2009, the plaintiff filed an amended complaint re-asserting some, but not all, of the claims in its original complaint. On August 10, 2009, the court granted the Company’s motion to dismiss the amended complaint for lack of standing. However, the court may reopen the case in the event an appeals court reverses a decision in an unrelated case involving different parties but raising a similar standing issue.
     While there can be no assurance that unfavorableof favorable 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 in the foregoing matters are without merit and will vigorously defend the actions. TheOther than the amount relating to

F-26


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
theKorea Fair Trade Commission Complaint, the Company has not recorded any accrual for contingent liabilityliabilities associated with the 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 reasonably estimated at this time. The Company is engaged in numerous other legal actions arising in the ordinary course of its business and, while there can be no assurance, 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
Litigation Settlement, Patent License and Other Related Items. Since 2005, the Company and Broadcom Corporation (Broadcom) had been engaged in a series of complex legal disputes in various forums, including various claims by Broadcom that have previouslyalleged infringement by the Company of certain Broadcom patents. The Company believed that these claims were without merit for a variety of reasons, including the Company’s successful preparation and deployment of technical “design arounds” (i.e., technical modifications, such as redesigns of the hardware or implementation of new software, to change the structure or function accused of infringing) for certain products where infringement claims had been disclosed may no longer be described in this Note because of rulingsmade as well as findings by USPTO examiners in the case, settlements, changesreexamination process that the asserted claims of certain of the related patents were invalid. However, in order to settle the litigation to enable the Company to move forward with its business and focus on restoring its relationships with its customers and carriers, on April 26, 2009, the Company entered into a Settlement and Patent License and Non-Assert Agreement (the Agreement) with Broadcom. Under the Agreement, (i) the companies agreed to terminate all litigation between the parties; (ii) Broadcom agreed to assign certain patent rights to the Company; and (iii) the companies granted certain rights to each other under their respective patent portfolios, including agreements not to assert certain patents as well as an exhaustive license to certain patents that were the subject of litigation between the parties and to portions of related patents for integrated circuit and software products. The Company agreed to pay Broadcom $891 million, of which $243 million was paid in fiscal 2009 and the remainder will be paid ratably through April 2013. At September 27, 2009, the remaining liability was $612 million, which approximated the fair value as estimated by discounting the future cash flows using a discount rate that reflects the estimated rate at which the Company could obtain financing with similar terms at September 27, 2009.
     The determination of the appropriate accounting treatment for the Agreement depends to a large extent upon the ability to reliably value the assets received. This, in turn, requires that significant judgment be exercised in arriving at certain estimates and assumptions, including the selection of appropriate valuation techniques. As the non-assert provision between the parties did not meet the definition of an asset, no value was ascribed to it in the settlement. The elements of the Agreement which potentially represented assets to the Company comprised the assigned patents and the license to certain other patents; accordingly, the Company endeavored to value these assets using a variety of techniques, including the market and income approaches. The Company referred to several different sources of patent pricing information and also considered the projected cost savings from not using its technical design arounds for the remainder of the related patent life and using the patent instead. However, given the difficulty in reliably estimating the value of the individual elements in the Agreement, the Company has treated the Agreement as a single element for accounting purposes. The principal benefits to the Company from entering into the Agreement were (i) the termination of litigation between the parties which allows the Company to avoid future litigation expenses and (ii) the avoidance of future customer disruption; accordingly, the predominant component of the arrangement was the litigation settlement. As a result, the Company recorded a $783 million charge during fiscal 2009, including $35 million related to assets that were initially capitalized. The charge represented the difference between the total payment obligation and the sum of amounts accrued in prior fiscal periods and imputed interest.
Indemnifications.In general, the Company does not agree to indemnify third parties for losses sustained from intellectual property infringement. However, the Company is contingently liable under certain product sales, services, license and other agreements to indemnify certain customers against certain types of liability and/or damages arising from qualifying claims of patent infringement by products or services sold or provided by the Company. The Company’s business obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by the Company. These indemnification arrangements are not initially measured and recognized at fair value because they are deemed to be similar to product warranties in that they relate to claims and/or other developments rendering them, inactions that could impair the ability of the Company’s judgment, no longerdirect or indirect customers to use the Company’s products or services. Accordingly, the Company records liabilities resulting from the arrangements when they are probable and can be reasonably estimated. Reimbursements under indemnification arrangements have not been material to the Company’s operating results, liquidity orconsolidated financial position.

F-27


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
statements. The Company has not recorded any accrual for contingent liabilities at September 27, 2009 associated with these indemnification arrangements, other than negligible amounts for reimbursement of legal costs, based on the Company’s belief that additional liabilities, while possible, are not probable. Further, any possible range of loss cannot be estimated at this time.
     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 20072010 to 20112014 to be approximately $663$893 million, $79$158 million, $31$76 million, $20$23 million and $18$2 million, respectively, and $18$55 million thereafter. Of these amounts, commitments to purchase integrated circuit product inventories for fiscal 2007 to 20092010 and 2011 comprised $540 million, $48$670 million and $5$13 million, respectively.
     Leases.The Company leases certain of its facilities and equipment under noncancelable operating leases, with terms ranging from less than one year to 2835 years and with provisions for cost-of-living increases with certain leases. Rental expense for fiscal 2006, 20052009, 2008 and 20042007 was $47$80 million, $39$75 million and $31$60 million, respectively. The Company leases certain property under capital lease agreements whichthat expire at various dates through 2036.2043. Capital lease obligations are included in other liabilities. The future minimum lease payments for all capital leases and operating leases as of September 24, 200627, 2009 are as follows (in millions):

F-27


             
  Capital  Operating    
  Leases  Leases  Total 
2007 $3  $71  $74 
2008  3   42   45 
2009  3   32   35 
2010  4   28   32 
2011  4   21   25 
Thereafter  108   97   205 
            
Total minimum lease payments $125  $291  $416 
           
Deduct: Amounts representing interest  (67)        
            
Present value of minimum lease payments  58         
Deduct: Current portion of capital lease obligations           
            
Long-term portion of capital lease obligations $58         
            
QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             
  Capital  Operating    
  Leases  Leases  Total 
2010 $14  $84  $98 
2011  14   67   81 
2012  13   32   45 
2013  14   22   36 
2014  14   22   36 
Thereafter  377   223   600 
          
Total minimum lease payments $446  $450  $896 
           
Deduct: Amounts representing interest  257         
            
Present value of minimum lease payments  189         
Deduct: Current portion of capital lease obligations  2         
            
Long-term portion of capital lease obligations $187         
            
Note 10. 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:
Qualcomm CDMA Technologies (QCT) — develops and supplies integrated circuits and system software for wireless voice and data communications, multimedia functions and global positioning system products based on its CDMA technology and other technologies;
Qualcomm Technology Licensing (QTL) — grants licenses to use portions of the Company’s intellectual property portfolio, which includes certain patent rights essential to and/or useful in the manufacture and sale of certain wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD (including TD-SCDMA), GSM/GPRS/EDGE and/or OFDMA standards and their derivatives, and collects license fees and royalties in partial consideration for such licenses;
Qualcomm Wireless & Internet (QWI) — comprised of:
 o QUALCOMM CDMA Technologies (QCT) – developsQualcomm Internet Services (QIS) — provides content enablement services for the wireless industry and supplies CDMA-based integrated circuitspush-to-talk and system softwareother products and services for wireless voice and data communications, multimedia functions and global positioning system products;
QUALCOMM 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 certain wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD and/or OFDMA standards and their derivatives, and collects license fees and royalties in partial consideration for such licenses;
QUALCOMM Wireless & Internet (QWI) – comprised of:network operators;
 o QUALCOMM Internet Services (QIS) – provides technology to support and accelerate the convergence of the wireless data market, including its BREW, QChat and QPoint products and services;
oQUALCOMMQualcomm Government Technologies (QGOV) 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 and managed data services to transportation and logistics companies private fleets, construction equipment fleets and other enterprise companies.companies; 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)FLO TV Incorporated (FLO TV), the Company’s wholly-owned wireless multimedia operator subsidiary. QSI makes strategic investments to promote the worldwide adoption of CDMA-based products and services.

F-28


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     The Company evaluates the performance of its segments based on earnings (loss) before income taxes (EBT). EBT includes the allocation of certain corporate expenses to the segments, including depreciation and amortization expense related to unallocated corporate assets. Certain income and charges are not allocated to segments in the 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):

F-28


                         
                  Reconciling  
  QCT QTL QWI QSI Items Total
2006
                        
Revenues $4,332  $2,631  $670  $  $(107) $7,526 
EBT  1,134   2,397   80   (133)  (322)  3,156 
Total assets  651   60   196   660   13,641   15,208 
2005
                        
Revenues $3,290  $1,839  $644  $  $(100) $5,673 
EBT  852   1,663   57   10   227   2,809 
Total assets  518   16   153   442   11,350   12,479 
2004
                        
Revenues $3,111  $1,331  $571  $  $(133) $4,880 
EBT  1,048   1,195   19   (31)  82   2,313 
Total assets  564   8   117   400   9,731   10,820 
QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         
                  Reconciling  
  QCT QTL QWI QSI Items Total
2009
                        
Revenues $6,135  $3,605  $641  $29  $6  $10,416 
EBT  1,441   3,068   20   (361)  (2,092)  2,076 
Total assets  892   89   142   1,614   24,708   27,445 
2008
                        
Revenues $6,717  $3,622  $785  $12  $6  $11,142 
EBT  1,833   3,142   (1)  (304)  (844)  3,826 
Total assets  1,574   2,668   183   1,458   18,829   24,712 
2007
                        
Revenues $5,275  $2,772  $828  $1  $(5) $8,871 
EBT  1,547   2,340   88   (240)  (109)  3,626 
Total assets  921   29   200   896   16,449   18,495 
     Segment assets are comprised of accounts receivable, finance receivables and inventories for QCT, QTL and QWI. The QSI segment assets include certain marketable securities, notes receivable, wireless licenses, other investments and all assets of QSI’s consolidated subsidiary, MediaFLO USA,FLO TV, including property, plant and equipment. QSI’s assets related to the MediaFLO USAFLO TV business totaled $329 million$1.3 billion, $1.2 billion and $98$457 million at September 24, 200627, 2009, September 28, 2008 and September 25, 2005,30, 2007, respectively. QSI’s assets also included $19$10 million, $61$20 million and $106$16 million related to investments in equity method investees at September 24, 2006,27, 2009, September 25, 200528, 2008 and September 26, 2004,30, 2007, respectively. Reconciling items for total assets included $389 million, $277 million and $215 million at September 27, 2009, September 28, 2008 and September 30, 2007, 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 certainand other intangible assets of nonreportable segments and capitalized share-based compensation.segments. The net book valuevalues of long-lived assets located outside of the United States was $69were $256 million, $44$100 million and $21$89 million at September 24, 2006,27, 2009, September 25, 200528, 2008 and September 26, 2004,30, 2007, respectively. The net book valuevalues of long-lived assets located in the United States was $1.4were $2.1 billion $978 million and $654 million at September 24, 2006, September 25, 200527, 2009 and September 26, 2004, respectively. Reconciling items included $228 million28, 2008 and $188 million$1.7 billion at September 24, 2006 and September 25, 2005, 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.30, 2007.
     Revenues from each of the Company’s divisions aggregated into the QWI reportable segment were as follows (in millions):
             
Fiscal Year QWBS QGOV QIS
2006 $429  $47  $194 
2005  441   50   153 
2004  414   41   116 
             
  2009  2008  2007 
QES $344  $423  $501 
QIS  229   299   272 
QGOV  66   67   57 
Firethorn  3   (2)   
Eliminations  (1)  (2)  (2)
          
Total QWI $641  $785  $828 
          

F-29


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other reconciling items were comprised as follows (in millions):
            
 2009 2008 2007 
Revenues
 
Elimination of intersegment revenues $(15) $(18) $(39)
Other nonreportable segments 21 24 34 
                   
 Year Ended  $6 $6 $(5)
 September 24, September 25, September 26,        
 2006 2005 2004 
Revenues: 
Elimination of intersegment revenue $(222) $(148) $(153)
Other nonreportable segments 115 48 20 
       
Reconciling items $(107) $(100) $(133)
       
Earnings (loss) before income taxes: 
Earnings (losses) before income taxes
 
Unallocated cost of equipment and services revenues $(41)  (39)  (39)
Unallocated research and development expenses $(305) $(45) $(23)  (380) $(353) $(341)
Unallocated selling, general, and administrative expenses  (290)  (17)  (41)  (304)  (326)  (268)
Unallocated cost of equipment and services revenues  (41)   
Unallocated investment income, net 455 339 192 
Unallocated other operating expenses (Note 9)  (1,013)   
Unallocated investment (loss) income, net  (141) 70 718 
Other nonreportable segments  (98)  (45)  (39)  (206)  (190)  (158)
Intracompany eliminations  (43)  (5)  (7)  (7)  (6)  (21)
              
Reconciling items $(322) $227 $82  $(2,092) $(844) $(109)
              
     During fiscal 2006,2009, share-based compensation expense included in unallocated research and development expenses and unallocated selling, general and administrative expenses totaled $216$280 million and $238$263 million, respectively. 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. Unallocated cost of equipment and services revenues was comprised entirely of share-based compensation expense.
     Segment data includes intersegment revenues. Generally,Specified items included in segment EBT were as follows (in millions):
                 
  QCT QTL QWI QSI
2009
                
Revenues from external customers $6,125  $3,603  $638  $29 
Intersegment revenues  10   2   3    
Interest income  4   12   1   3 
Interest expense     1   1   11 
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 
     Intersegment revenues between segments are based on prevailing market rates for substantially similar products and services or an approximation thereof. Specified itemsthereof, but the purchasing segment may record the cost of revenues at the selling segment’s original cost. In that event, the elimination of the selling segment’s gross margin is included with other intersegment eliminations in segment EBT were as follows (in millions):
                 
  QCT QTL QWI QSI
Fiscal 2006
                
Revenues from external customers $4,314  $2,465  $662  $   
Intersegment revenues  18   166   8    
Interest income  1   5   3   6 
Interest expense  1      1   2 
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 
reconciling items. Effectively all equity in lossesearnings (losses) of investees (Note 5) was recorded in QSI in fiscal 2006, 20052009, 2008 and 2004.

F-30


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2007.
     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):

F-30


             
  Year Ended 
  September 24,  September 25,  September 26, 
  2006  2005  2004 
United States $984  $1,015  $1,016 
South Korea  2,398   2,083   2,091 
Japan  1,573   1,210   877 
China  1,266   596   366 
Other foreign  1,305   769   530 
          
  $7,526  $5,673  $4,880 
          
QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             
  2009  2008  2007 
United States $632  $970  $1,165 
South Korea  3,655   3,872   2,780 
China  2,378   2,309   1,875 
Japan  1,098   1,598   1,524 
Other foreign  2,653   2,393   1,527 
          
  $10,416  $11,142  $8,871 
          
Note 11. Acquisitions
     On January 18, 2006,During fiscal 2009, the Company completed its acquisition of all of the outstanding capital stock of Flarion Technologies, Inc. (Flarion), a privately held developer of OFDMA technologyacquired one business for approximately $613 million in consideration, consisting of approximately $349 million in shares of QUALCOMM stock, $229 million intotal cash and the exchange of Flarion’s existing vested options and warrants with an estimated aggregate fair value of approximately $35 million. In addition, the Company assumed Flarion’s existing unvested options with an estimated aggregate fair value of $63 million, which is recorded as share-based compensation over the requisite service period pursuant to FAS 123R. Upon achievement of certain agreed upon milestones during the third quarter of fiscal 2006, the Company incurred additional aggregate consideration of $197 million, consisting of approximately $185 million in cash (of which $75 million will be payable in July 2007), $8 million in shares of QUALCOMM stock (of which $3 million is issuable in March 2007), and the modification of Flarion’s existing vested options and warrants with an estimated incremental fair value of approximately $4$17 million. The additional amounts payable in cash and shares on the milestone date were treated as additional consideration and recorded as goodwill. In addition, the modification of Flarion’s existing unvested options resulted in an estimated incremental fair value of $7 million, which will be recorded as share-based compensation over the requisite service period pursuant to FAS 123R. 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. 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.
     During fiscal 2006,2008, the Company also acquired the following two entitiesfive businesses for a total costcash consideration of $69 million, which was paid primarily in cash:
Berkana Wireless Inc., a California-based developer of complementary metal oxide semiconductor (CMOS) radio frequency integrated circuits (RFICs).
Qualphone Inc., a provider of IP-based multimedia subsystems embedded client software products for mobile devices and interoperability testing services based primarily in India and Italy.
     An additional $4 million in consideration is payable in cash through August 2007 if certain performance and other milestones are reached. The Company is in the final stages of accounting for the acquisitions and does not anticipate material adjustments to the preliminary purchase price allocations.$263 million. Goodwill recognized in these transactions, no amount of which $179 million is expected to be deductible for tax purposes, was assigned to the QTLQWI and QCT segments in the amountsamount of $619$179 million and $38$21 million, respectively. Technology-based intangible assets recognized in the amount of $165$57 million are being amortized on a straight-line basis over a weighted-average amortization perioduseful life of seventeensix years. Purchased in-process technology
     During fiscal 2007, the Company acquired three businesses for total cash consideration of $181 million. Goodwill recognized in these transactions, of which $21 million is expected to be deductible for tax purposes, was assigned to the QCT and QWI segments in the amounts of $72 million and $10 million, respectively. Technology-based intangible assets recognized in the amount of $22$46 million was charged to research and development expense upon acquisition because technological feasibility had not been established and no future alternative uses existed.are being amortized on a straight-line basis over a weighted-average useful life of three years.
     The consolidated financial statements include the operating results of these businesses from their respective dates of acquisition. Pro forma results of operations have not been presented because the effects of the acquisitions were not material.
     During fiscal 2005, the Company acquired the following four entities for a total cost of $297 million, including $2 million paid in fiscal 2006 upon the achievement of certain milestones, which was paid primarily in cash:
Iridigm Display Corporation (Iridigm), a California-based display technology company.

F-31


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 $2 million in consideration is payable in cash through November 2006 if certain performance and other milestones are reached. Goodwill recognized in these transactions amounted to $218 million, of which $81 million is expected to be deductible for tax purposes. Goodwill was assigned to the QMT, QIS and QCT segments in the amounts of $128 million, $81 million and $9 million, respectively. Technology-based intangible assets recognized in the amount of $36 million have a weighted-average useful life of seven years.
Note 12. Discontinued Operations in the QSI Segment
     On December 2, 2003, the Company sold its direct 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, and the Vésper Operating Companies’ communication towers and related interests in tower site property leases (Vésper Towers) in two separate transactions. The Company realized a net loss of $52 million on the sale of the Vésper Operating Companies during fiscal 2004, partially offset by a $40 million net gain from the subsequent sale of the Vésper Towers. The Company also recognized a $19 million net gain resulting from the extinguishment of debt related to the waiver and return of personal mobile service licenses to Anatel, the telecommunications regulatory agency in Brazil. As a result of the disposition of the remaining operations and assets related to the Vésper Operating Companies, the Company determined that the results of operations related to the Vésper Operating Companies, including the results related to the Vésper Towers and the gains and losses realized on the sales transactions, should be presented as discontinued operations in its consolidated statements of operations. At September 24, 2006 and September 25, 2005, the Company had no remaining assets or liabilities related to the Vésper Operating Companies or the Vésper Towers recorded on its consolidated balance sheet. Revenues of $36 million were reported in the loss from discontinued operations during fiscal 2004.

F-32


QUALCOMM Incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13. 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.
     The table below presents quarterly data for the years ended September 24, 200627, 2009 and September 25, 200528, 2008 (in millions, except per share data):
                                
 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
2006
 
2009
 
Revenues(1)
 $2,517 $2,455 $2,753 $2,690 
Operating income (loss)(1)
 745  (10) 894 597 
Net income (loss) (1)
 341  (289) 737 803 
 
Basic earnings (loss) per common share(2)
 $0.21 $(0.18) $0.45 $0.48 
Diluted earnings (loss) per common share (2)
 $0.20 $(0.18) $0.44 $0.48 
 
2008
 
Revenues(1)
 $1,741 $1,834 $1,951 $1,999  $2,440 $2,606 $2,762 $3,334 
Operating income(1)
 645 660 704 681  757 813 824 1,335 
Net income (1)
 620 593 643 614  767 766 748 878 
  
Basic earnings per common share(2)
 $0.38 $0.36 $0.38 $0.37  $0.47 $0.47 $0.46 $0.53 
Diluted earnings per common share (2)
 $0.36 $0.34 $0.37 $0.36  $0.46 $0.47 $0.45 $0.52 
 
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 
 
(1) Revenues, operating income 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.

F-33F-31


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 26, 2004 
Year ended September 30, 2007 
Allowances:  
— trade receivables $(12) $(3) $8 $2(a) $(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(a)  (139)  (22)  (1) 3   (20)
                      
 $(829) $11 $101 $476 $(241) $(101) $(51) $63 $ $(89)
                      
Year ended September 25, 2005 
 
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)(b)  (69)  (20)  (48)   (81)(a)  (149)
                      
 $(241) $24 $43 $(6) $(180) $(89) $(55) $35 $(81) $(190)
                      
Year ended September 24, 2006 
 
Year ended September 27, 2009 
Allowances:  
— trade receivables $(2) $ $1 $ $(1) $(38) $(4) $38 $ $(4)
— notes receivable  (63)  (15)    (78)
Inventory reserves  (46)  (38) 15   (69)
— notes receivables  (3)  (4) 6   (1)
— investment receivables(b)
   (10)    (10)
Valuation allowance on deferred tax assets  (69) 46 14  (13)(c)  (22)  (149)  (201)   278 (a)  (72)
                      
 $(180) $(7) $30 $(13) $(170) $(190) $(219) $44 $278 $(87)
                      
 
(a) This amount is relatedwas charged to the disposition of the Vésper Operating Companies (See Note 12 to the Consolidated Financial Statements)other comprehensive income (loss).
 
(b) This amount is related torepresents the acquisitionsallowance for investment receivables due for redemptions of Trigenix and ELATA (See Note 11 to the Consolidated Financial Statements).
(c)This amount was charged to paid-in capital.
money market investments.

S-1