Qualcomm Announces Third Quarter Fiscal 2008 Results

Revenues $2.8 Billion, EPS $0.45

Pro Forma EPS $0.55

SAN DIEGO, July 23 /PRNewswire-FirstCall/ -- Qualcomm Incorporated (Nasdaq: QCOM) today announced results for the third fiscal quarter of 2008 ended June 29, 2008.

Qualcomm's third quarter fiscal 2008 earnings conference call has been rescheduled to Thursday, July 24, 2008, beginning at 8:00 a.m. Eastern Daylight Time (5:00 a.m. Pacific Daylight Time). Conference call details are included herein.

Total Qualcomm (GAAP) Third Quarter Results

Total Qualcomm results are reported in accordance with generally accepted accounting principles (GAAP).

    --  Revenues:  $2.8 billion, up 19 percent year-over-year and 6 percent
        sequentially.
    --  Net income:  $748 million, down 6 percent year-over-year and 2 percent
        sequentially.
    --  Diluted earnings per share:  $0.45, down 4 percent year-over-year and
        sequentially.
    --  Effective tax rate:  15 percent for the quarter. Fiscal 2008 estimated
        tax rate of approximately 16 percent.
    --  Estimated share-based compensation:  $94 million, net of tax, up 24
        percent year-over-year and 7 percent sequentially.
    --  Operating cash flow:  $739 million, down 25 percent year-over-year; 27
        percent of revenues.
    --  Return of capital to stockholders:  $261 million, or $0.16 per share,
        of cash dividends paid.

Qualcomm Pro Forma Third Quarter Results

Pro forma results exclude the Qualcomm Strategic Initiatives (QSI) segment, certain estimated share-based compensation, certain tax items related to prior years and acquired in-process research and development (R&D) expense.

    --  Revenues:  $2.8 billion, up 19 percent year-over-year and 6 percent
        sequentially.
    --  Net income:  $915 million, down 2 percent year-over-year and up 2
        percent sequentially.
    --  Diluted earnings per share:  $0.55, even year-over-year and up 2
        percent sequentially; excludes $0.04 loss per share attributable to
        the QSI segment, $0.06 loss per share attributable to certain
        estimated share-based compensation and $0.01 loss per share
        attributable to acquired in-process R&D. (The sum of pro forma
        earnings per share and items excluded do not equal total Qualcomm
        (GAAP) earnings per share due to rounding.)
    --  Effective tax rate:  18 percent for the quarter. Fiscal 2008 estimated
        tax rate of approximately 19 percent.
    --  Free cash flow:  $844 million, down 14 percent year-over-year; 31
        percent of revenues (defined as net cash from operating activities
        less capital expenditures).

Detailed reconciliations between total Qualcomm (GAAP) results and cash flow and Qualcomm pro forma results and cash flow are included at the end of this news release. Prior period reconciliations are presented on Qualcomm's Investor Relations web page at www.qualcomm.com.

"We are pleased to report another strong quarter as the migration to 3G-enabled products continues to accelerate," said Dr. Paul E. Jacobs, chief executive officer of Qualcomm. "We delivered record revenues, up 19 percent year-over-year, and our pro forma earnings per share were at the high end of our prior estimate.

"I am also pleased to announce that we have reached a settlement agreement with Nokia that resolves all litigation between the companies and will allow both of us to focus our efforts on driving the global 3G and 4G markets forward. In addition to providing an up-front royalty payment and other benefits, Qualcomm will also receive ongoing royalties for all CDMA standards, as well as single-mode OFDMA. I look forward to providing our updated guidance tomorrow morning."

Cash and Marketable Securities

Qualcomm's cash, cash equivalents and marketable securities totaled approximately $11.2 billion at the end of the third quarter of fiscal 2008, compared to $10.6 billion at the end of the second quarter of fiscal 2008 and $12.3 billion a year ago. On July 16, 2008, we announced a cash dividend of $0.16 per share payable on September 26, 2008 to stockholders of record at the close of business on August 29, 2008.

Estimated Share-Based Compensation

Total Qualcomm (GAAP) net income for the third quarter of fiscal 2008 included estimated share-based compensation, net of tax, of $94 million, or $0.06 per diluted share. This compares to $76 million, or $0.04 per diluted share, in the prior year quarter.

    Research and Development

                                 Estimated                            Total
                  Qualcomm Pro  Share-Based  In-Process              Qualcomm
    ($ in millions)  Forma     Compensation     R&D        QSI        (GAAP)

    Third quarter
     fiscal 2008     $495          $64         $13         $24         $596
    As a % of
     revenue          18%                                  N/M          22%
    Third quarter
     fiscal 2007     $385          $50          $-         $19         $454
    As a % of
     revenue          17%                                               20%
    Year-over-year
     change ($)       29%          28%                     26%          31%

    N/M - Not Meaningful


Pro forma R&D expenses increased 29 percent year-over-year, primarily due to an 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 technologies with consumer electronics and computing, the convergence of multiband, multimode, multinetwork products and technologies, third-party operating systems and services platforms. QSI R&D expenses were related to MediaFLO USA.



    Selling, General and Administrative

                                          Estimated                 Total
                           Qualcomm Pro  Share-Based               Qualcomm
    ($ in millions)           Forma      Compensation    QSI        (GAAP)

    Third quarter
     fiscal 2008              $357          $65          $31         $453
    As a % of revenue          13%                       N/M          16%
    Third quarter
     fiscal 2007              $307          $54          $40         $401
    As a % of revenue          13%                                    17%
    Year-over-year change($)   16%          20%         (23%)         13%


Pro forma selling, general and administrative (SG&A) expenses increased 16 percent year-over-year, primarily attributable to an increase in certain professional fees, primarily related to patent activities, and employee-related expenses. QSI SG&A expenses were primarily related to MediaFLO USA.

Effective Income Tax Rate

Without the potential effect of our settlement agreement with Nokia, our fiscal 2008 effective income tax rates are estimated to be 16 percent for total Qualcomm (GAAP) and 19 percent for Qualcomm pro forma. The third quarter total Qualcomm (GAAP) and Qualcomm pro forma effective tax rates of 15 percent and 18 percent, respectively, are lower than the estimated annual effective tax rates, primarily due to the change in our estimate of foreign earnings taxed at less than the United States federal tax rate.

Qualcomm Strategic Initiatives

The QSI segment includes our strategic investments, including our MediaFLO USA subsidiary, and related income and expenses. Total Qualcomm (GAAP) results for the third quarter of fiscal 2008 included a $0.04 loss per share for the QSI segment. The third quarter of fiscal 2008 QSI results included $88 million in operating expenses, primarily related to MediaFLO USA.



    Results of Business Segments (in millions, except per share data):

    Third Quarter - Fiscal Year 2008
                                                                      Qualcomm
                                                        Reconciling     Pro
    Segments                         QCT    QTL   QWI     Items (1)    Forma
    Revenues                       $1,762  $803  $190       $3         $2,758
    Change from prior year            29%    5%   (3%)     N/M            19%
    Change from prior quarter          9%    1%   (2%)     N/M             6%
    EBT                              $487  $670   $(1)    $(40)        $1,116
    Change from prior year            11%    0%   N/M      N/M            (5%)
    Change from prior quarter         14%   (2%)  N/M      N/M             2%
    EBT as a % of revenues            28%   83%   (1%)     N/M            40%
    Net income (loss)                                                    $915
    Change from prior year                                                (2%)
    Change from prior quarter                                              2%
    Diluted EPS                                                         $0.55
    Change from prior year                                                 0%
    Change from prior quarter                                              2%
    Diluted shares used                                                 1,654


                                        Estimated                      Total
                                       Share-Based   In-Process       Qualcomm
    Segments                          Compensation(2)  R&D     QSI(3)  (GAAP)
    Revenues                                 $-         $-       $4   $2,762
    Change from prior year                                      N/M      19%
    Change from prior quarter                                  100%       6%
    EBT                                   $(139)      $(13)    $(82)    $882
    Change from prior year                 (22%)       N/A      10%      (9%)
    Change from prior quarter               (7%)       N/A     (30%)     (3%)
    EBT as a % of revenues                   N/A       N/A      N/M      32%
    Net income (loss)                      $(94)      $(13)    $(60)    $748
    Change from prior year                 (25%)       N/A       2%      (6%)
    Change from prior quarter               (7%)       N/A     (50%)     (2%)
    Diluted EPS                          $(0.06)    $(0.01)  $(0.04)   $0.45
    Change from prior year                 (50%)       N/A       0%      (4%)
    Change from prior quarter              (20%)       N/A    (100%)     (4%)
    Diluted shares used                   1,654      1,654    1,654    1,654



    Second Quarter - Fiscal Year 2008
                                                                      Qualcomm
                                                        Reconciling      Pro
    Segments                     QCT     QTL     QWI      Items (1)     Forma
    Revenues                   $1,620    $795   $194        $(5)       $2,604
    EBT                           427     684      -        (12)        1,099
    Net income (loss)                                                     894
    Diluted EPS                                                         $0.54
    Diluted shares used                                                 1,643

                                        Estimated                       Total
                                       Share-Based                    Qualcomm
    Segments                          Compensation(2)   QSI(3)         (GAAP)
    Revenues                                $-           $2            $2,606
    EBT                                   (130)         (63)              906
    Net income (loss)                      (88)         (40)              766
    Diluted EPS                         $(0.05)      $(0.02)            $0.47
    Diluted shares used                  1,643        1,643             1,643



    Third Quarter - Fiscal Year 2007
                                                                      Qualcomm
                                                        Reconciling      Pro
    Segments                     QCT     QTL     QWI      Items (1)     Forma
    Revenues                   $1,367   $766    $196        $(4)       $2,325
    EBT                           439    668      18         52         1,177
    Net income (loss)                                                     934
    Diluted EPS                                                         $0.55
    Diluted shares used                                                 1,704

                                        Estimated                       Total
                                       Share-Based                    Qualcomm
    Segments                          Compensation(2)   QSI(3)         (GAAP)
    Revenues                                $-            $-           $2,325
    EBT                                   (114)          (91)             972
    Net income (loss)                      (75)          (61)             798
    Diluted EPS                         $(0.04)       $(0.04)           $0.47
    Diluted shares used                  1,704         1,704            1,704



    Fourth Quarter - Fiscal Year 2007
                                                                      Qualcomm
                                                        Reconciling      Pro
    Segments                     QCT     QTL     QWI      Items (1)     Forma
    Revenues                   $1,419    $647   $245        $(6)       $2,305
    EBT                           424     537     31        137         1,129
    Net income (loss)                                                     911
    Diluted EPS                                                         $0.54
    Diluted shares used                                                 1,689

                           Estimated                                   Total
                          Share-Based    Tax Items                    Qualcomm
    Segments            Compensation(2)     (4)         QSI(3)         (GAAP)
    Revenues                    $-           $-           $1           $2,306
    EBT                       (117)           -          (64)             948
    Net income (loss)          (77)         331          (34)           1,131
    Diluted EPS             $(0.05)       $0.20       $(0.02)           $0.67
    Diluted shares used      1,689        1,689        1,689            1,689



    Twelve Months - Fiscal Year 2007
                                                                      Qualcomm
                                                        Reconciling      Pro
    Segments                     QCT     QTL     QWI      Items (1)     Forma
    Revenues                   $5,275  $2,772   $828        $(5)       $8,870
    EBT                         1,547   2,340     88        388         4,363
    Net income (loss)                                                   3,406
    Diluted EPS                                                         $2.01
    Diluted shares used                                                 1,693


                           Estimated                                    Total
                          Share-Based    Tax Items  In-Process        Qualcomm
    Segments             Compensation(2)    (4)        R&D      QSI    (GAAP)
    Revenues                  $-             $-         $-       $1    $8,871
    EBT                     (487)             -        (10)    (240)    3,626
    Net income (loss)       (321)           364         (9)    (137)    3,303
    Diluted EPS           $(0.19)         $0.22      $(0.01) $(0.08)    $1.95
    Diluted shares used    1,693          1,693       1,693   1,693     1,693



    Nine Months - Fiscal Year 2008
                                                                      Qualcomm
                                                        Reconciling      Pro
    Segments                     QCT     QTL     QWI      Items (1)     Forma
    Revenues                   $4,956  $2,248   $595        $2         $7,801
    Change from prior year        29%      6%     2%       N/M            19%
    EBT                        $1,383  $1,895    $23       $25         $3,326
    Change from prior year         23%     5%   (60%)      N/M             3%
    Net income (loss)                                                  $2,682
    Change from prior year                                                 8%
    Diluted EPS                                                         $1.62
    Change from prior year                                                10%
    Diluted shares used                                                 1,654


                                      Estimated                       Total
                                     Share-Based    In-Process       Qualcomm
    Segments                        Compensation(2)    R&D    QSI(3)  (GAAP)

    Revenues                             $-            $-       $7     $7,808
    Change from prior year                                     N/M        19%
    EBT                               $(394)         $(14)   $(200)    $2,718
    Change from prior year              (6%)         (40%)    (14%)        1%
    Net income (loss)                 $(267)         $(13)   $(120)    $2,282
    Change from prior year              (9%)         (44%)    (17%)        5%
    Diluted EPS                      $(0.16)       $(0.01)  $(0.07)     $1.38
    Change from prior year             (14%)           0%     (17%)        8%
    Diluted shares used               1,654         1,654    1,654      1,654



    Nine Months - Fiscal Year 2007
                                                                      Qualcomm
                                                        Reconciling      Pro
    Segments                     QCT     QTL     QWI      Items (1)     Forma
    Revenues                   $3,856  $2,125   $583        $1         $6,565
    EBT                         1,123   1,803     58       250          3,234
    Net income (loss)                                                   2,494
    Diluted EPS                                                         $1.47
    Diluted shares used                                                 1,694


                           Estimated                                   Total
                          Share-Based              In-Process         Qualcomm
    Segments             Compensation(2)  Tax Items   R&D     QSI(3)   (GAAP)
    Revenues                  $-            $-         $-        $-    $6,565
    EBT                     (370)            -        (10)     (176)    2,678
    Net income (loss)       (244)           33         (9)     (103)    2,171
    Diluted EPS           $(0.14)        $0.02     $(0.01)   $(0.06)    $1.28
    Diluted shares used    1,694         1,694      1,694     1,694     1,694


    (1)  Reconciling items related to revenues consist primarily of other
         nonreportable segment revenues less intersegment eliminations.
         Reconciling items related to earnings before taxes consist primarily
         of certain investment income, research and development expenses and
         marketing expenses that are not allocated to the segments for
         management reporting purposes, nonreportable segment results and the
         elimination of intersegment profit.
    (2)  Certain share-based compensation is included in operating expenses as
         part of employee-related costs but is not allocated to the Company's
         segments as such costs are not considered relevant by management in
         evaluating segment performance.
    (3)  At fiscal year-end, the sum of the quarterly tax provisions for each
         column, including QSI, equals the annual tax provisions for each
         column computed in accordance with GAAP.  In interim quarters, the
         tax provision for the QSI operating segment is computed by
         subtracting the tax provision for Qualcomm pro forma, the tax items
         column and the tax provisions related to estimated share-based
         compensation and in-process R&D from the tax provision for total
         Qualcomm (GAAP).
    (4)  During the fourth quarter of fiscal 2007, the Company recorded a $331
         million tax benefit, or $0.20 diluted earnings per share, related to
         tax expense recorded in prior years resulting from the completion of
         tax audits during the fourth fiscal quarter. The fiscal 2007 Qualcomm
         pro forma results excluded this tax benefit attributable to prior
         years.

    N/M - Not Meaningful
    N/A - Not Applicable

    Sums may not equal totals due to rounding.


Conference Call

Qualcomm's third quarter fiscal 2008 earnings conference call will be broadcast live on July 24, 2008 beginning at 5:00 a.m. Pacific Daylight Time (PDT) on the Company's web site at: www.qualcomm.com. This conference call may contain forward-looking financial information. The conference call will include a discussion of "non-GAAP financial measures" as that term is defined in Regulation G. The most directly comparable GAAP financial measures and information reconciling these non-GAAP financial measures to the Company's financial results prepared in accordance with GAAP, as well as the other material financial and statistical information to be discussed in the conference call, will be posted on the Company's Investor Relations web site at www.qualcomm.com immediately prior to commencement of the call. A taped audio replay will be available via telephone on July 24, 2008, beginning at approximately 6:00 a.m. PDT through August 23, 2008 at 9:00 p.m. PDT. To listen to the replay, U.S. callers may dial (800) 642-1687 and international callers may dial (706) 645-9291. U.S. and international callers should use reservation number 57610454. An audio replay of the conference call will be available on the Company's web site at www.qualcomm.com for two weeks following the live call.

Editor's Note: To view the web slides that accompany this earnings release and conference call, please go to the Qualcomm Investor Relations website at http://investor.qualcomm.com/results.cfm.

Qualcomm Incorporated (www.qualcomm.com) is a leader in developing and delivering innovative digital wireless communications products and services based on CDMA and other advanced technologies. Headquartered in San Diego, Calif., Qualcomm is included in the S&P 500 Index and is a 2008 FORTUNE 500(R) company traded on The Nasdaq Stock Market(R) under the ticker symbol QCOM.

Note Regarding Use of Non-GAAP Financial Measures

The Company presents pro forma financial information that is used by management (i) to evaluate, assess and benchmark the Company's operating results on a consistent and comparable basis, (ii) to measure the performance and efficiency of the Company's ongoing core operating businesses, including the Qualcomm CDMA Technologies, Qualcomm Technology Licensing and Qualcomm Wireless & Internet segments and (iii) to compare the performance and efficiency of these segments against each other and against competitors outside the Company. Pro forma measurements of the following financial data are used by the Company's management: revenues, R&D expenses, SG&A expenses, total operating expenses, operating income, net investment income, income before income taxes, effective tax rate, net income, diluted earnings per share, operating cash flow and free cash flow. Management is able to assess what it believes is a more meaningful and comparable set of financial performance measures for the Company and its business segments by using pro forma information. As a result, management compensation decisions and the review of executive compensation by the Compensation Committee of the Board of Directors focus primarily on pro forma financial measures applicable to the Company and its business segments.

Pro forma information used by management excludes the QSI segment, certain estimated share-based compensation, certain tax items related to prior years and acquired in-process R&D. The QSI segment is excluded because the Company expects to exit its strategic investments at various times, and the effects of fluctuations in the value of such investments are viewed by management as unrelated to the Company's operational performance. Estimated share-based compensation, other than amounts related to share-based awards granted under a bonus program that may result in the issuance of unrestricted shares of the Company's common stock, is excluded because management views the valuation of options and other share-based compensation as theoretical and unrelated to the Company's operational performance. Further, share-based compensation is affected by factors that are subject to change, including the Company's stock price, stock market volatility, expected option life, risk-free interest rates and expected dividend payouts in future years. Moreover, it is generally not an expense that requires or will require cash payment by the Company. Certain tax items related to prior years are excluded in order to provide a clearer understanding of the Company's ongoing tax rate and after tax earnings. Acquired in-process R&D is excluded because such expense is viewed by management as unrelated to the operating activities of the Company's ongoing core businesses.

The Company presents free cash flow, defined as net cash provided by operating activities less capital expenditures, to facilitate an understanding of the amount of cash flow generated that is available to grow its business and to create long-term shareholder value. The Company believes that this presentation is useful in evaluating its operating performance and financial strength. In addition, management uses this measure to evaluate the Company's performance, to value the Company and to compare its operating performance with other companies in the industry.

The non-GAAP pro forma financial information presented herein should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. In addition, "pro forma" is not a term defined by GAAP, and, as a result, the Company's measure of pro forma results might be different than similarly titled measures used by other companies. Reconciliations between total Qualcomm (GAAP) results and Qualcomm pro forma results and between total Qualcomm (GAAP) cash flow and Qualcomm pro forma cash flow are presented herein.

Note Regarding Forward-Looking Statements

In addition to the historical information contained herein, this news release 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 associated with: the rate of deployment of our technologies in wireless networks and of 3G wireless communications, equipment and services, including CDMA2000 1X, 1xEV-DO, WCDMA, HSPA and OFDMA both domestically and internationally; attacks on our business model, including results of current and future litigation and arbitration proceedings, as well as actions of governmental or quasi-governmental bodies, and the costs we incur in connection therewith, including potentially damaged relationships with customers and operators who may be impacted by the results of these proceedings; fluctuations in the demand for products, services or applications based on our technologies; our dependence on major customers and licensees; foreign currency fluctuations; strategic loans, investments and transactions we have or may pursue; our dependence on third-party manufacturers and suppliers; our ability to maintain and improve operational efficiencies and profitability; the development, deployment and commercial acceptance of the MediaFLO USA network and FLO(TM) technology; as well as the other risks detailed from time-to-time in our SEC reports.

(C) 2008 Qualcomm Incorporated. All rights reserved. Qualcomm is a registered trademark of Qualcomm Incorporated. MediaFLO and FLO are trademarks of Qualcomm Incorporated. CDMA2000 is a registered trademark of the Telecommunications Industry Association. All other trademarks are the property of their respective owners.


                            Qualcomm Incorporated
                    CONSOLIDATED STATEMENTS OF OPERATIONS
      This schedule is to assist the reader in reconciling from Qualcomm
              Pro Forma results to Total Qualcomm (GAAP) results
                     (In millions, except per share data)
                                 (Unaudited)

                                 Three Months Ended June 29, 2008

                                 Estimated                           Total
                  Qualcomm Pro  Share-Based   In-Process            Qualcomm
                     Forma      Compensation     R&D       QSI       (GAAP)

    Revenues:
      Equipment and
       services      $1,863           $-          $-        $4      $1,867
      Licensing and
       royalty fees     895            -           -         -         895
         Total
          revenues    2,758            -           -         4       2,762

    Operating expenses:
      Cost of
       equipment and
       services
       revenues         846           10           -        33         889
      Research and
       development      495           64          13        24         596
      Selling, general
       and
       administrative   357           65           -        31         453
         Total
          operating
          expenses    1,698          139          13        88       1,938

    Operating income
     (loss)           1,060         (139)        (13)      (84)        824
    Investment
     income, net         56(a)         -           -         2(b)       58
    Income (loss)
     before income
     taxes            1,116         (139)        (13)      (82)        882
    Income tax
     (expense)
     benefit           (201)(c)       45           -        22(d)     (134)(c)
    Net income (loss)  $915         $(94)       $(13)     $(60)       $748

    Earnings (loss)
     per common
     share:
      Diluted         $0.55       $(0.06)     $(0.01)   $(0.04)      $0.45

    Shares used in
     per share
     calculations:
      Diluted         1,654        1,654       1,654     1,654       1,654


    Supplemental
     Financial Data:

    Operating Cash
     Flow            $1,020        $(209)(f)    $(13)     $(59)       $739
    Operating Cash
     Flow as a %
     of Revenues        37%                                N/M         27%

    Free Cash Flow(e) $844         $(209)(f)    $(13)    $(438)      $184
    Free Cash Flow as
     a % of Revenues    31%                                N/M          7%


    (a)  Included $105 million in interest and dividend income related to
         cash, cash equivalents and marketable securities, which were not part
         of the Company's strategic investment portfolio, and $24 million in
         net realized gains on investments, partially offset by $71 million in
         other-than-temporary losses on investments and $2 million in interest
         expense.
    (b)  Included $15 million in net realized gains on investments and $3
         million interest and dividend income, partially offset by $12 million
         in other-than-temporary losses on investments, $2 million in equity
         in losses of investees and $2 million in interest expense.
    (c)  The third quarter of fiscal 2008 effective tax rates were
         approximately 15% for total Qualcomm (GAAP) and approximately 18% for
         Qualcomm pro forma.
    (d)  At fiscal year-end, the sum of the quarterly tax provisions for each
         column, including QSI, equals the annual tax provisions for each
         column computed in accordance with GAAP.  In interim quarters, the
         tax provision for the QSI operating segment is computed by
         subtracting the tax provision for Qualcomm pro forma, the tax items
         column and the tax provisions related to estimated share-based
         compensation and in-process R&D from the tax provision for total
         Qualcomm (GAAP).
    (e)  Free Cash Flow is calculated as net cash provided by operating
         activities less capital expenditures.  Reconciliation of these
         amounts is included in the Reconciliation of Pro Forma Free Cash
         Flows to Total Qualcomm (GAAP) net cash provided by operating
         activities and other supplemental disclosures for the three months
         ended June 29, 2008, included herein.
    (f)  Incremental tax benefits from stock options exercised during the
         period.


                            Qualcomm Incorporated
                    CONSOLIDATED STATEMENTS OF OPERATIONS
      This schedule is to assist the reader in reconciling from Qualcomm
              Pro Forma results to Total Qualcomm (GAAP) results
                     (In millions, except per share data)
                                 (Unaudited)

                                Nine Months Ended June 29, 2008

                                 Estimated                          Total
                  Qualcomm Pro  Share-Based     In-Process         Qualcomm
                     Forma      Compensation(a)    R&D      QSI    (GAAP)


    Revenues:
      Equipment and
       services      $5,288           $-          $-         $7     $5,295
      Licensing and
       royalty fees   2,513            -           -          -      2,513
        Total
         revenues     7,801            -           -          7      7,808

    Operating expenses:
      Cost of
       equipment
       and services
       revenues       2,379           29           -         85      2,493
      Research and
       development    1,397          182          14         67      1,660
      Selling,
       general and
       administrative 1,000          183           -         78      1,261
         Total
          operating
          expenses    4,776          394          14        230      5,414

    Operating
     income (loss)    3,025         (394)        (14)      (223)     2,394

    Investment
     income, net        301(b)         -           -         23(c)     324
    Income (loss)
     before income
     taxes            3,326         (394)        (14)      (200)     2,718
    Income tax
     (expense)
     benefit           (644)(d)      127           1         80(e)    (436)(d)
    Net income (loss)$2,682        $(267)       $(13)     $(120)    $2,282


    Earnings (loss)
     per common share:
       Diluted        $1.62      $(0.16)      $(0.01)    $(0.07)     $1.38


    Shares used in
     per share
     calculations:
       Diluted        1,654       1,654        1,654      1,654      1,654


    Supplemental
     Financial Data:

    Operating Cash
     Flow            $3,090       $(310)(g)     $(14)     $(199)    $2,567
    Operating Cash
     Flow as a %
     of Revenue          40%                                N/M         33%

    Free Cash
     Flow(f)         $2,722       $(310)(g)     $(14)     $(814)    $1,584
    Free Cash Flow
     as a % of Revenue   35%                                N/M         20%


    (a)  Estimated share-based compensation presented above and excluded from
         pro forma results did not include $1 million, net of tax, related to
         share-based awards granted under a bonus program.
    (b)  Included $374 million in interest and dividend income related to
         cash, cash equivalents and marketable securities, which were not part
         of the Company's strategic investment portfolio, $108 million in net
         realized gains on investments and $6 million in gains on derivative
         instruments from put options related to our share repurchase program,
         partially offset by $175 million in other-than-temporary losses on
         investments and $12 million in interest expense.
    (c)  Included $50 million in net realized gains on investments, $4 million
         in interest and dividend income and $1 million in equity in earnings
         of investees, partially offset by $27 million in other-than-temporary
         losses on investments and $5 million in interest expense.
    (d)  The effective tax rates for the nine months ended June 29, 2008 were
         approximately 16% for total Qualcomm (GAAP) and approximately 19% for
         Qualcomm pro forma.
    (e)  At fiscal year-end, the sum of the quarterly tax provisions for each
         column, including QSI, equals the annual tax provisions for each
         column computed in accordance with GAAP.  In interim quarters, the
         tax provision for the QSI operating segment is computed by
         subtracting the tax provision for Qualcomm pro forma, the tax items
         column and the tax provisions related to estimated share-based
         compensation and in-process R&D from the tax provision for total
         Qualcomm (GAAP).
    (f)  Free Cash Flow is calculated as net cash provided by operating
         activities less capital expenditures.  Reconciliation of these
         amounts is included in the Reconciliation of Pro Forma Free Cash
         Flows to Total Qualcomm (GAAP) net cash provided by operating
         activities and other supplemental disclosures for the nine months
         ended June 29, 2008, included herein.
    (g)  Incremental tax benefits from stock options exercised during the
         period.



                            Qualcomm Incorporated
                Reconciliation of Pro Forma Free Cash Flows to
       Total Qualcomm (GAAP) net cash provided by operating activities
                      and other supplemental disclosures
                                (In millions)
                                 (Unaudited)

                                  Three Months Ended June 29, 2008

                                 Estimated                           Total
                  Qualcomm Pro  Share-Based   In-Process           Qualcomm
                     Forma      Compensation     R&D       QSI      (GAAP)

    Net cash
     provided (used)
     by operating
     activities      $1,020      $(209)(a)      $(13)      $(59)      $739
    Less:capital
     expenditures      (176)         -             -       (379)      (555)
    Free cash flow     $844      $(209)         $(13)     $(438)      $184

    Other supplemental
     cash disclosures:
      Cash transfers
       from QSI (1)     $30         $-            $-       $(30)        $-
      Cash transfers
       to QSI (2)      (446)         -             -        446          -
      Net cash
       transfers      $(416)        $-            $-       $416         $-


                                  Nine Months Ended June 29, 2008

                                 Estimated                           Total
                  Qualcomm Pro  Share-Based   In-Process            Qualcomm
                     Forma      Compensation     R&D       QSI       (GAAP)

    Net cash
     provided (used)
     by operating
     activities      $3,090      $(310)(a)      $(14)     $(199)    $2,567
    Less:capital
     expenditures(3)   (368)         -             -       (615)      (983)
    Free cash flow   $2,722      $(310)         $(14)     $(814)    $1,584

    Other supplemental
     cash disclosures:
       Cash transfers
        from QSI (1)    $59         $-            $-       $(59)         $-
       Cash transfers
        to QSI (2)     (842)         -             -        842           -
       Net cash
        transfers     $(783)        $-            $-       $783          $-

     (1) Cash from sale of equity securities.
     (2) Funding for strategic debt and equity investments, capital
         expenditures and other QSI operating expenses.
     (3) Upon receipt of licenses from the FCC for additional 700 MHz spectrum
         for use in our MediaFLO USA business, the deposit made in the second
         quarter of fiscal 2008 of $195 million was reclassified from Qualcomm
         pro forma capital expenditures to QSI capital expenditures. The total
         license fee included in QSI capital expenditures for fiscal 2008 was
         $555 million.

                               Three Months Ended July 1, 2007

                                         Estimated                   Total
                         Qualcomm Pro   Share-Based                Qualcomm
                             Forma      Compensation      QSI       (GAAP)
    Net cash
     provided (used)
     by operating
     activities             $1,122        $(80)(a)       $(54)       $988
    Less: capital
     expenditures             (145)          -            (12)       (157)
    Free cash flow            $977        $(80)          $(66)       $831


                                Nine Months Ended July 1, 2007

                                 Estimated                           Total
                  Qualcomm Pro  Share-Based   In-Process            Qualcomm
                     Forma      Compensation     R&D       QSI       (GAAP)
    Net cash
     provided (used)
     by operating
     activities      $3,116       $(199)(a)     $(10)     $(139)     $2,768
    Less: capital
     expenditures      (506)          -            -        (65)       (571)
    Free cash flow   $2,610       $(199)        $(10)     $(204)     $2,197

    (a) Incremental tax benefits from stock options exercised during the
        period.



                            Qualcomm Incorporated
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                     (In millions, except per share data)
                                 (Unaudited)

                                   ASSETS
                                                      June 29,   September 30,
                                                        2008         2007
    Current assets:
      Cash and cash equivalents                       $2,970         $2,411
      Marketable securities                            3,644          4,170
      Accounts receivable, net                           917            715
      Inventories                                        618            469
      Deferred tax assets                                358            435
      Collateral held under securities lending           326            421
      Other current assets                               228            200
        Total current assets                           9,061          8,821
    Marketable securities                              4,567          5,234
    Property, plant and equipment, net                 1,912          1,788
    Goodwill                                           1,520          1,325
    Deferred tax assets                                  870            318
    Other assets                                       1,667          1,009
        Total assets                                 $19,597        $18,495

                   LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
      Trade accounts payable                            $653           $635
      Payroll and other benefits related liabilities     356            311
      Unearned revenues                                  186            218
      Income taxes payable                                15            119
      Obligations under securities lending               326            421
      Other current liabilities                          575            554
        Total current liabilities                      2,111          2,258
    Unearned revenues                                    124            142
    Income taxes payable                                 222              -
    Other liabilities                                    314            260
        Total liabilities                              2,771          2,660

    Stockholders' equity:
      Preferred stock, $0.0001 par value; issuable
       in series; 8 shares authorized; none
       outstanding at June 29, 2008 and
       September 30, 2007                                  -              -
      Common stock, $0.0001 par value; 6,000 shares
       authorized; 1,640 and 1,646 shares issued and
       outstanding at June 29, 2008 and
       September 30, 2007, respectively                    -              -
      Paid-in capital                                  6,783          7,057
      Retained earnings                               10,104          8,541
      Accumulated other comprehensive (loss) income     (61)            237
        Total stockholders' equity                    16,826         15,835
        Total liabilities and stockholders' equity   $19,597        $18,495



                                Qualcomm Incorporated
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                         (In millions, except per share data)
                                     (Unaudited)

                                       Three Months Ended   Nine Months Ended
                                        June 29,  July 1,   June 29,  July 1,
                                          2008     2007      2008      2007

    Revenues:
      Equipment and services             $1,867   $1,484   $5,295    $4,196
      Licensing and royalty fees            895      841    2,513     2,369
         Total revenues                   2,762    2,325    7,808     6,565

    Operating expenses:
      Cost of equipment and
       services revenues                   889       688    2,493     1,956
      Research and development             596       454    1,660     1,348
      Selling, general and
       administrative                      453       401    1,261     1,155
         Total operating expenses        1,938     1,543    5,414     4,459

    Operating income                       824       782    2,394     2,106

    Investment income, net                  58       190      324       572
    Income before income taxes             882       972    2,718     2,678
    Income tax expense                    (134)     (174)    (436)     (507)
    Net income                            $748      $798   $2,282    $2,171


    Basic earnings per common share      $0.46     $0.48    $1.40     $1.31
    Diluted earnings per common share    $0.45     $0.47    $1.38     $1.28

    Shares used in per share calculations:
       Basic                             1,626     1,670    1,626     1,661
       Diluted                           1,654     1,704    1,654     1,694

    Dividends per share paid             $0.16     $0.14    $0.44     $0.38
    Dividends per share announced        $0.16     $0.14    $0.44     $0.38



                             Qualcomm Incorporated
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In millions)
                                  (Unaudited)

                                        Three Months Ended  Nine Months Ended
                                         June 29,  July 1,  June 29,  July 1,
                                            2008    2007     2008      2007
    Operating Activities:
    Net income                              $748    $798    $2,282    $2,171
    Adjustments to reconcile net income
     to net cash provided by
     operating activities:
       Depreciation and amortization         117      99       336       283
       Non-cash income tax expense            66     136       148       365
       Non-cash portion of share-based
        compensation expense                 138     114       393       371
       Incremental tax benefits from
        stock options exercised             (209)    (80)     (310)     (199)
       Net realized gains on marketable
        securities and other investments     (39)    (53)     (158)     (173)
       Other-than-temporary losses on
        marketable securities
        and other investments                 83       8       202        11
       Other items, net                       11       7         1         5
    Changes in assets and liabilities,
     net of effects of acquisitions:
       Accounts receivable, net             (186)    (45)     (178)      (62)
       Inventories                            (7)    (49)     (142)     (147)
       Other assets                           (7)     10        35      (137)
       Trade accounts payable                (24)     (7)       (4)      127
       Payroll, benefits and other
        liabilities                           78      68        12        69
       Unearned revenues                     (30)    (18)      (50)       84
      Net cash provided by operating
       activities                            739     988     2,567     2,768
    Investing Activities:
      Capital expenditures                  (555)   (157)     (983)     (571)
      Purchases of available-for-sale
       securities                         (1,984) (2,340)   (4,944)   (5,921)
      Proceeds from sale of available-
       for-sale securities                 1,559   1,909     5,548     6,254
      Other investments and acquisitions,
       net of cash acquired                   (8)     (3)     (283)     (230)
      Change in collateral held under
       securities lending                      8    (153)       95      (153)
      Other items, net                         4      12        30        13
      Net cash used by investing
       activities                           (976)   (732)     (537)     (608)
    Financing Activities:
      Proceeds from issuance of common
       stock                                 464     220       700       474
      Incremental tax benefits from stock
       options exercised                     209      80       310       199
      Dividends paid                        (261)   (234)     (716)     (632)
      Repurchase and retirement of common
       stock                                   -    (129)   (1,670)     (264)
      Proceeds from put options                -      17         -        17
      Change in obligations under
       securities lending                     (8)    153       (95)      153
      Net cash provided (used) by
       financing activities                  404     107    (1,471)      (53)
      Effect of exchange rate changes on
       cash                                    -       -         -         2
    Net increase in cash and
     cash equivalents                        167     363       559     2,109
    Cash and cash equivalents at
     beginning of period                   2,803   3,353     2,411     1,607
    Cash and cash equivalents at end of
     period                               $2,970  $3,716    $2,970    $3,716



    Qualcomm Contact:
    John Gilbert
    Vice President of Investor and Industry Analyst Relations
    1-858-658-4813 (ph) 1-858-651-9303 (fax)
    e-mail: ir@qualcomm.com

SOURCE Qualcomm Incorporated