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Qualcomm Inc/De QUALCOMM INC/DE FORM 10-K (Annual Report) Filed 11/06/08 for the Period Ending 09/28/08 Address 5775 MOREHOUSE DR SAN DIEGO, CA 92121 Telephone 8585871121 CIK 0000804328 Symbol QCOM SIC Code 3663 - Radio and Television Broadcasting and Communications Equipment Industry Communications Equipment Sector Technology Fiscal Year 09/30 http://www.edgar-online.com © Copyright 2008, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 28, 2008 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 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. YES NO Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO 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. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non -accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 28, 2008 was $62,723,551,797. * The number of shares outstanding of the registrant’s common stock was 1,655,471,748 as of November 4, 2008. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 2009 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 28, 2008. * Excludes the Common Stock held by executive officers, directors and stockholders whose ownership exceeds 5% of the Common Stock outstanding at March 28, 2008. This calculation does not reflect a determination that such persons are affiliates for any other purposes. QUALCOMM INCORPORATED Form 10-K For the Fiscal Year Ended September 28, 2008 Index Page PART I Item 1. Business 1 Overview 1 Wireless Telecommunications Market 6 Wireless Technologies 7 Operating Segments 8 Research and Development 13 Sales and Marketing 13 Competition 13 Patents, Trademarks and Trade Secrets 14 Employees 14 Available Information 15 Executive Officers 15 Item 1A. Risk Factors 16 Item 1B. Unresolved Staff Comments 34 Item 2. Properties 35 Item 3. Legal Proceedings 36 Item 4. Submission of Matters to a Vote of Security Holders 38 PART II Item 5. Market for Registrant ’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39 Item 6. Selected Financial Data 42 Item 7. Management ’s Discussion and Analysis of Financial Condition and Results of Operations 43 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 57 Item 8. Financial Statements and Supplementary Data 59 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 59 Item 9A. Controls and Procedures 59 Item 9B. Other Information 60 PART III Item 10. Directors and Executive Officers and Corporate Governance 61 Item 11. Executive Compensation 61 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61 Item 13. Certain Relationships and Related Transactions, and Director Independence 61 Item 14. Principal Accounting Fees and Services 61 PART IV Item 15. Exhibits and Financial Statement Schedule 62 EX -10.80 EX -21 EX -23.1 EX -31.1 EX -31.2 EX -32.1 EX -32.2 Table of Contents TRADEMARKS AND TRADE NAMES QUALCOMM ® , OmniTRACS ® , OmniVision™, GlobalTRACS ® , T2™, T2 Untethered TrailerTRACS™, TrailerTRACS ® , TruckMAIL™, OmniExpress ® , QConnect ® , QCT- ® , MSM™, Snapdragon™, Wireless Reach & Design™, gpsOne ® , SnapTrack ® , BREW ® , BREW SDK ® , BINARY RUNTIME ENVIRONMENT FOR WIRELESS ® , MediaFLO USA™, MediaFLO ® , FLO™, FLASH-OFDM ® , RadioRouter ® , QPoint™, Flarion ® , Gobi™, BrandXtend™, Plaza™ and QChat ® are trademarks and/or service marks of QUALCOMM Incorporated. QUALCOMM, QUALCOMM 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, QUALCOMM Flarion Technologies, QFT, QUALCOMM Global Development, QUALCOMM Global Trading, QGT, QUALCOMM Strategic Initiatives, QSI, MediaFLO USA, Spike, SnapTrack are trade names of QUALCOMM Incorporated. Firethorn ® is a registered trademark of Firethorn Holdings, LLC. cdmaOne™ is a trademark of the CDMA Development Group, Inc. CDMA2000 ® is a registered service mark and certification mark of the Telecommunications Industry Association. Globalstar ® is a registered trademark and service mark, respectively, of Globalstar, Inc. Nextel Direct Connect ® is a registered service mark of Nextel Communications, Inc. Java ® is a registered trademark and service mark of Sun Microsystems, Inc. Windows Mobile ® is a registered trademark of Microsoft Corporation. Palm OS ® is a registered trademark of Palm Inc. Linux ® is a registered trademark of Linus Torvalds. Android™ is a trademark of Google Inc. Adobe ® Flash ® are registered trademarks and service marks of Adobe Systems Incorporated. All other trademarks, service marks and/or trade names appearing in this document are the property of their respective holders. Table of Contents 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 our good faith judgment, 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
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