UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
FORM 10-Q
_____________________
(Mark one)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 26, 2011
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
(State or other jurisdiction of
incorporation or organization)
 
95-3685934
(I.R.S. Employer
Identification No.)
 
 
 
5775 Morehouse Dr., San Diego, California
(Address of principal executive offices)
 
92121-1714
(Zip Code)
(858) 587-1121
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 x No 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). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.




The number of shares outstanding of each of the issuer’s classes of common stock, as of the close of business on July 18, 2011, was as follows:
Class
 
Number of Shares
Common Stock, $0.0001 per share par value
 
1,679,739,316
 
 
 
 
 


1



INDEX
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

PART I. FINANCIAL INFORMATION

ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

QUALCOMM Incorporated
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
(Unaudited)
 
June 26,
2011
 
September 26,
2010
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
5,746

 
$
3,547

Marketable securities
4,982

 
6,732

Accounts receivable, net
832

 
730

Inventories
753

 
528

Deferred tax assets
310

 
321

Other current assets
210

 
275

Total current assets
12,833

 
12,133

Marketable securities
9,493

 
8,123

Deferred tax assets
1,884

 
1,922

Assets held for sale
746

 

Property, plant and equipment, net
2,267

 
2,373

Goodwill
3,195

 
1,488

Other intangible assets, net
3,098

 
3,022

Other assets
1,584

 
1,511

Total assets
$
35,100

 
$
30,572

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
Trade accounts payable
$
761

 
$
764

Payroll and other benefits related liabilities
568

 
467

Unearned revenues
541

 
623

Loans payable
1,092

 
1,086

Income taxes payable
84

 
1,443

Other current liabilities
1,418

 
1,085

Total current liabilities
4,464

 
5,468

Unearned revenues
3,630

 
3,485

Other liabilities
705

 
761

Total liabilities
8,799

 
9,714

 
 
 
 
Commitments and contingencies (Note 8)

 

 
 
 
 
Stockholders’ equity:
 
 
 
 QUALCOMM Incorporated (QUALCOMM) stockholders’ equity:
 
 
 
Preferred stock, $0.0001 par value; issuable in series; 8 shares authorized; none outstanding at
 
 
 
June 26, 2011 and September 26, 2010

 

Common stock, $0.0001 par value; 6,000 shares authorized; 1,677 and 1,612 shares issued and
 
 
 
outstanding at June 26, 2011 and September 26, 2010, respectively

 

Paid-in capital
10,011

 
6,856

Retained earnings
15,516

 
13,305

Accumulated other comprehensive income
744

 
697

Total QUALCOMM stockholders’ equity
26,271

 
20,858

 Noncontrolling interests (Note 7)
30

 

Total stockholders’ equity
26,301

 
20,858

Total liabilities and stockholders’ equity
$
35,100

 
$
30,572


See Accompanying Notes to Condensed Consolidated Financial Statements.

3

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

 
Three Months Ended
 
Nine Months Ended
 
June 26,
2011
 
June 27, 2010*
 
June 26,
2011
 
June 27, 2010*
Revenues:
 
 
 
 
 
 
 
Equipment and services
$
2,297

 
$
1,766

 
$
6,550

 
$
5,021

Licensing and royalty fees
1,326

 
934

 
4,290

 
3,009

Total revenues
3,623

 
2,700

 
10,840

 
8,030

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Cost of equipment and services revenues
1,278

 
852

 
3,380

 
2,375

Research and development
757

 
623

 
2,144

 
1,822

Selling, general and administrative
475

 
332

 
1,413

 
1,063

Goodwill impairment (Note 11)

 

 
114

 

Total operating expenses
2,510

 
1,807

 
7,051

 
5,260

 
 
 
 
 
 
 
 
Operating income
1,113

 
893

 
3,789

 
2,770

 
 
 
 
 
 
 
 
Investment income, net (Note 5)
161

 
183

 
574

 
552

Income from continuing operations before income taxes
1,274

 
1,076

 
4,363

 
3,322

Income tax expense
(289
)
 
(244
)
 
(862
)
 
(740
)
Income from continuing operations
985

 
832

 
3,501

 
2,582

Discontinued operations, net of income taxes (Note 10)
44

 
(65
)
 
(307
)
 
(200
)
Net income
1,029

 
767

 
3,194

 
2,382

Net loss attributable to noncontrolling interests (Note 7)
6

 

 
10

 

Net income attributable to QUALCOMM
$
1,035

 
$
767

 
$
3,204

 
$
2,382

 
 
 
 
 
 
 
 
Basic earnings (loss) per share attributable to QUALCOMM:
 
 
 
 
 
 
 
Continuing operations
$
0.59

 
$
0.51

 
$
2.13

 
$
1.56

Discontinued operations
0.03

 
(0.04
)
 
(0.19
)
 
(0.12
)
Net income
$
0.62

 
$
0.47

 
$
1.94

 
$
1.44

Diluted earnings (loss) per share attributable to QUALCOMM:
 
 
 
 
 
 
 
Continuing operations
$
0.58

 
$
0.51

 
$
2.09

 
$
1.55

Discontinued operations
0.03

 
(0.04
)
 
(0.19
)
 
(0.12
)
Net income
$
0.61

 
$
0.47

 
$
1.90

 
$
1.43

Shares used in per share calculations:
 
 
 
 
 
 
 
Basic
1,673

 
1,629

 
1,650

 
1,654

Diluted
1,709

 
1,642

 
1,682

 
1,670

 
 
 
 
 
 
 
 
Dividends per share announced
$
0.215

 
$
0.190

 
$
0.595

 
$
0.530


*As adjusted for discontinued operations (Note 10)
See Accompanying Notes to Condensed Consolidated Financial Statements.

4

QUALCOMM Incorporated
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
Nine Months Ended
 
June 26,
2011
 
June 27,
2010
Operating Activities:
 
 
 
Net income
$
3,194

 
$
2,382

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
820

 
495

Goodwill impairment
114

 

Revenues related to non-monetary exchanges
(93
)
 
(99
)
Income tax provision (less than) in excess of income tax payments
(1,218
)
 
80

Non-cash portion of share-based compensation expense
568

 
453

Incremental tax benefit from stock options exercised
(167
)
 
(34
)
Net realized gains on marketable securities and other investments
(304
)
 
(274
)
Net impairment losses on marketable securities and other investments
26

 
102

Other items, net
23

 
(70
)
Changes in assets and liabilities, net of effects of acquisitions:
 
 
 
Accounts receivable, net
21

 
(91
)
Inventories
(43
)
 
7

Other assets
(36
)
 
(71
)
Trade accounts payable
(191
)
 
23

Payroll, benefits and other liabilities
210

 
(161
)
Unearned revenues
156

 
241

Net cash provided by operating activities
3,080

 
2,983

Investing Activities:
 
 
 
Capital expenditures
(400
)
 
(313
)
Advance payment on spectrum

 
(1,064
)
Purchases of available-for-sale securities
(8,271
)
 
(7,049
)
Proceeds from sale of available-for-sale securities
9,355

 
7,354

Atheros acquisition, net of cash acquired (Note 12)
(3,130
)
 

Other acquisitions and investments, net of cash acquired
(95
)
 
(45
)
Other items, net
(22
)
 
121

Net cash used by investing activities
(2,563
)
 
(996
)
Financing Activities:
 
 
 
Borrowing under loans payable
1,260

 
1,064

Repayment of loans payable
(1,260
)
 

Proceeds from issuance of common stock
2,392

 
519

Proceeds from issuance of subsidiary shares to noncontrolling interests (Note 7)
62

 

Incremental tax benefit from stock options exercised
167

 
34

Repurchase and retirement of common stock

 
(2,893
)
Dividends paid
(985
)
 
(872
)
Other items, net
36

 
(2
)
Net cash provided (used) by financing activities
1,672

 
(2,150
)
Effect of exchange rate changes on cash
10

 
(13
)
Net increase (decrease) in cash and cash equivalents
2,199

 
(176
)
Cash and cash equivalents at beginning of period
3,547

 
2,717

Cash and cash equivalents at end of period
$
5,746

 
$
2,541

See Accompanying Notes to Condensed Consolidated Financial Statements.

5

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Basis of Presentation
     Financial Statement Preparation. The accompanying interim condensed consolidated financial statements have been prepared by QUALCOMM Incorporated (collectively with its subsidiaries, the Company or QUALCOMM), without audit, in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information and footnotes necessary for a fair presentation of its consolidated financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States. The condensed consolidated balance sheet at September 26, 2010 was derived from the audited financial statements at that date but may not include all disclosures required by accounting principles generally accepted in the United States. The Company operates and reports using a 52-53 week fiscal year ending on the last Sunday in September. The three-month and nine-month periods ended June 26, 2011 and June 27, 2010 included 13 weeks and 39 weeks, respectively.
     In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are only normal and recurring, necessary for a fair statement of results of operations, financial position and cash flows. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 26, 2010. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.
     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s condensed consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. Certain prior period amounts have been adjusted to reflect the presentation of the FLO TV business as discontinued operations (Note 10).      
     Earnings Per Common Share. Basic earnings per common share is computed by dividing net income attributable to QUALCOMM by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per common share is computed by dividing net income attributable to QUALCOMM 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 share equivalents, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when an award is settled are assumed to be used to repurchase shares in the current period. The incremental dilutive common share equivalents, calculated using the treasury stock method, for the three months and nine months ended June 26, 2011 were 35,820,000 and 32,094,000, respectively. The incremental dilutive common share equivalents, calculated using the treasury stock method, for the three months and nine months ended June 27, 2010 were 13,039,000 and 16,303,000, respectively.
     Employee stock options to purchase approximately 4,492,000 and 23,721,000 shares of common stock during the three months and nine months ended June 26, 2011, respectively, and employee stock options to purchase approximately 163,146,000 and 145,464,000 shares of common stock during the three months and nine months ended June 27, 2010, were outstanding but not included in the computation of diluted earnings per common share because the effect would be anti-dilutive. In addition, 2,891,000 and 1,146,000 shares of other share-based payment awards during the three months and nine months ended June 26, 2011, respectively, and 574,000 and 314,000 shares of other common stock equivalents during the three months and nine months ended June 27, 2010, respectively, were outstanding but not included in the computation of diluted earnings per common share because the effect would be anti-dilutive.
Comprehensive Income. Total comprehensive income consisted of the following (in millions):

6

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Three Months Ended
 
Nine Months Ended
 
June 26,
2011
 
June 27,
2010
 
June 26,
2011
 
June 27,
2010
Net income
$
1,029

 
$
767

 
$
3,194

 
$
2,382

Other comprehensive income:
 
 
 
 
 
 
 
Foreign currency translation

 
(56
)
 
13

 
(58
)
Noncredit other-than-temporary impairment losses and subsequent changes in fair value related to certain marketable debt securities, net of income taxes
(2
)
 
(7
)
 
(12
)
 
13

Net unrealized gains (losses) on other marketable securities and derivative instruments, net of income taxes
(7
)
 
(180
)
 
215

 
151

Reclassification of net realized gains on marketable securities and derivative instruments included in net income, net of income taxes
(45
)
 
(64
)
 
(179
)
 
(228
)
Reclassification of other-than-temporary losses on marketable securities included in net income, net of income taxes
3

 
16

 
10

 
63

Total other comprehensive (loss) income
(51
)
 
(291
)
 
47

 
(59
)
Total comprehensive income
978

 
476

 
3,241

 
2,323

Comprehensive loss attributable to noncontrolling interests
6

 

 
10

 

Comprehensive income attributable to QUALCOMM
$
984

 
$
476

 
$
3,251

 
$
2,323

Components of accumulated other comprehensive income consisted of the following (in millions):
 
June 26,
2011
 
September 26,
2010
Noncredit other-than-temporary impairment losses and subsequent changes in fair value related to certain marketable debt securities, net of income taxes
$
36

 
$
62

Net unrealized gains on marketable securities, net of income taxes
779

 
723

Net unrealized losses on derivative instruments, net of income taxes
(4
)
 
(8
)
Foreign currency translation
(67
)
 
(80
)
 
$
744

 
$
697

At June 26, 2011, accumulated other comprehensive income included $14 million of other-than-temporary losses on marketable debt securities related to factors other than credit, net of income taxes.
     Share-Based Payments. Total share-based compensation expense, net of income taxes was as follows (in millions):
 
Three Months Ended
 
Nine Months Ended
 
June 26,
2011
 
June 27, 2010*
 
June 26,
2011
 
June 27, 2010*
Cost of equipment and services revenues
$
14

 
$
10

 
$
44

 
$
30

Research and development
95

 
72

 
277

 
216

Selling, general and administrative
84

 
63

 
240

 
195

Continuing operations
193

 
145

 
561

 
441

Related income tax benefit
(46
)
 
(37
)
 
(155
)
 
(127
)
Continuing operations, net of income taxes
147

 
108

 
406

 
314

Discontinued operations
1

 
4

 
7

 
12

Related income tax benefit
(1
)
 
(1
)
 
(3
)
 
(4
)
Discontinued operations, net of income taxes

 
3

 
4

 
8

 
$
147

 
$
111

 
$
410

 
$
322

*As adjusted for discontinued operations (Note 10)
The Company recorded $95 million and $73 million in share-based compensation expense during the nine months ended June 26, 2011 and June 27, 2010, respectively, related to share-based awards granted during those periods. In addition, for the nine months ended June 26, 2011 and June 27, 2010, $167 million and $34 million, respectively, were reclassified to reduce net

7

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


cash provided by operating activities with an offsetting increase in net cash provided by financing activities to reflect the incremental tax benefit from stock options exercised in those periods.
At June 26, 2011, total unrecognized compensation costs related to non-vested stock options and restricted stock units granted prior to that date were $714 million and $732 million, respectively, which are each expected to be recognized over a weighted-average period of 2.2 years and 2.5 years, respectively. Net share-based awards, after forfeitures and cancellations, granted during the nine months ended June 26, 2011 and June 27, 2010 represented 0.7% and 1.3%, respectively, of outstanding shares as of the beginning of each fiscal period. Total share-based awards granted during the nine months ended June 26, 2011 and June 27, 2010 represented 0.5% and 1.8%, respectively, of outstanding shares as of the end of each fishcal period.
During the three months ended June 26, 2011, the Company assumed a total of approximately 9,564,000 outstanding share-based payment awards under various incentive plans as a result of the acquisition of Atheros (Note 12).

Note 2 — Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established 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 that 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 that market participants would use in valuing the asset or liability. There are 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 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument.
Level 3 includes financial instruments for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions.
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 at June 26, 2011 (in millions):

8

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
Cash equivalents
$
2,520

 
$
2,489

 
$

 
$
5,009

Marketable securities
 
 
 
 
 
 
 
U.S. Treasury securities and government-related securities
15

 
198

 

 
213

Corporate bonds and notes

 
5,068

 

 
5,068

Mortgage- and asset-backed securities

 
656

 
9

 
665

Auction rate securities

 

 
126

 
126

Non-investment-grade debt securities

 
3,606

 
12

 
3,618

Common and preferred stock
1,186

 
766

 

 
1,952

Equity mutual and exchange-traded funds
1,021

 

 

 
1,021

Debt mutual funds
1,327

 
485

 

 
1,812

Total marketable securities
3,549

 
10,779

 
147

 
14,475

Derivative instruments

 
19

 

 
19

Other investments (1)
162

 

 

 
162

Total assets measured at fair value
$
6,231

 
$
13,287

 
$
147

 
$
19,665

Liabilities
 
 
 
 
 
 
 
Derivative instruments
$

 
$
23

 
$

 
$
23

Other liabilities (1)
162

 

 
8

 
170

Total liabilities measured at fair value
$
162

 
$
23

 
$
8

 
$
193


(1) Level 1 measurements are comprised of the Company’s deferred compensation plan liability and related assets, which are invested in mutual funds.
Marketable Securities. With the exception of auction rate securities, the Company obtains pricing information from quoted market prices, pricing vendors or quotes from brokers/dealers. The Company conducts reviews of its primary pricing vendors to determine whether the inputs used in the vendor’s pricing processes are deemed to be observable.
The fair value of U.S. Treasury securities and government-related securities, corporate bonds and notes and common and preferred stock are generally determined using standard observable inputs, including reported trades, quoted market prices, matrix pricing, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets and/or benchmark securities.
The fair value of debt and equity mutual funds is reported as published net asset values. The Company assesses the daily frequency and size of transactions at published net asset values and/or the fund’s underlying holdings to determine whether fair value is based on observable or unobservable inputs.
The fair value of AAA mortgage- and asset-backed securities is derived from the use of matrix pricing (prices for similar securities) or, in some cases cash flow pricing models with observable inputs, such as contractual terms, maturity, credit rating and/or securitization structure, to determine the timing and amount of future cash flows. Certain mortgage- and asset-backed securities, principally those that are rated below AAA, may require use of significant unobservable inputs to estimate fair value, such as default likelihood, recovery rates and prepayment speed.
The fair value of auction rate securities is estimated by the Company using a discounted cash flow model that incorporates transaction details such as contractual terms, maturity and timing and amount of future cash flows, as well as assumptions related to liquidity, default likelihood and recovery, the future state of the auction rate market and credit valuation adjustments of market participants. Though certain of the securities held by the Company are pools of student loans guaranteed by the U.S. government, prepayment speeds and illiquidity discounts are considered significant unobservable inputs. These additional inputs are generally unobservable and, therefore, auction rate securities are included in Level 3.
Derivative Instruments. Derivative instruments include foreign currency option and forward contracts to manage foreign exchange risk for certain foreign currency transactions and certain balances denominated in a foreign currency. Derivative instruments are valued using standard calculations/models that are primarily based on observable inputs, including foreign currency exchange rates, volatilities and interest rates. Therefore, derivative instruments are included in Level 2.
Other Liabilities. Other liabilities included in Level 3 are comprised of put rights held by third parties representing interests in certain of the Company’s subsidiaries (Note 7). These put rights are valued with a standard option pricing model

9

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


using significant unobservable inputs.
Activity between Levels of the Fair Value Hierarchy. There were no significant transfers between Level 1 and Level 2 during the nine months ended June 26, 2011 or June 27, 2010. 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. The following table includes the activity for marketable securities and other liabilities classified within Level 3 of the valuation hierarchy (in millions):
 
Nine Months Ended June 26, 2011
 
Auction Rate
Securities
 
Other Marketable
Securities
 
Other Liabilities
Beginning balance of Level 3
$
126

 
$
18

 
$
8

Total realized and unrealized gains:
 
 
 
 
 
Included in investment income, net

 
1

 

Included in other comprehensive income
2

 

 

Purchases
4

 

 

Settlements
(6
)
 
(4
)
 

Transfers into Level 3

 
6

 

Ending balance of Level 3
$
126

 
$
21

 
$
8

 
Nine Months Ended June 27, 2010
 
Auction Rate
Securities
 
Other Marketable
Securities
Beginning balance of Level 3
$
174

 
$
31

Total realized and unrealized gains (losses):
 
 
 
Included in investment income, net

 
5

Included in other comprehensive loss
3

 
(2
)
Settlements
(6
)
 
(19
)
Transfers into Level 3

 
4

Ending balance of Level 3
$
171

 
$
19

The Companys policy is to recognize transfers into and out of levels within the fair value hierarchy at the end of the fiscal month in which the actual event or change in circumstances that caused the transfer occurs. Transfers into Level 3 during the nine months ended June 26, 2011 and June 27, 2010 primarily consisted of debt securities with significant inputs that became unobservable as a result of an increased likelihood of a shortfall in contractual cash flows or a significant downgrade in credit ratings.
Nonrecurring Fair Value Measurements. The Company measures certain assets at fair value on a nonrecurring basis. These assets include cost- and equity-method investments when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property, plant and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. During the nine months ended June 26, 2011, goodwill with a carrying amount of $154 million was written down to its implied fair value of $40 million, resulting in an impairment charge of $114 million (Note 11). The implied fair value was based on significant unobservable inputs, and as a result, the fair value measurement was classified as Level 3. During the nine months ended June 26, 2011 and June 27, 2010, the Company did not have any other significant assets or liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition.

Note 3 — Marketable Securities
Marketable securities were comprised as follows (in millions):

10

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Current
 
Noncurrent
 
June 26,
2011
 
September 26,
2010
 
June 26,
2011
 
September 26,
2010
Available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury securities and government-related securities
$
209

 
$
650

 
$
4

 
$
4

Corporate bonds and notes
2,764

 
3,504

 
2,304

 
1,495

Mortgage- and asset-backed securities
570

 
629

 
95

 
38

Auction rate securities

 

 
126

 
126

Non-investment-grade debt securities
21

 
21

 
3,597

 
3,344

Common and preferred stock
91

 
52

 
1,861

 
1,670

Equity mutual and exchange-traded funds

 

 
1,021

 
979

Debt mutual funds
1,327

 
1,476

 

 

Total available-for-sale
4,982

 
6,332

 
9,008

 
7,656

Fair value option:
 
 
 
 
 
 
 
Debt mutual fund

 

 
485

 
467

Time deposits

 
400

 

 

Total marketable securities
$
4,982

 
$
6,732

 
$
9,493

 
$
8,123

The Company holds an investment in a debt mutual fund for which the Company elected the fair value option. The investment would have otherwise been recorded using the equity method. The debt mutual fund has no single maturity date. At June 26, 2011, the Company had an effective ownership interest in the debt mutual fund of 19.0%. Changes in fair value associated with this investment are recognized in net investment income. The Company believes that recording the investment at fair value and reporting the investment as a marketable security is preferable to applying the equity method because the Company is able to redeem its shares at net asset value, which is determined daily. At September 26, 2010, marketable securities also included $400 million of time deposits that matured in December 2010.
At June 26, 2011, the contractual maturities of available-for-sale debt securities were as follows (in millions):
Years to Maturity
 
 
 
 
Less Than
One Year
 
One to
Five Years
 
Five to
Ten Years
 
Greater Than
Ten Years
 
No Single
Maturity
Date
 
Total
$
464

 
$
4,016

 
$
2,306

 
$
966

 
$
3,265

 
$
11,017

Securities with no single maturity date included debt mutual funds, non-investment-grade debt securities, mortgage- and asset-backed securities and auction rate securities.
The Company recorded realized gains and losses on sales of available-for-sale marketable securities as follows (in millions):
 
Gross Realized Gains
 
Gross Realized Losses
 
Net Realized Gains
For the three months ended
 
 
 
 
 
June 26, 2011
$
74

 
$
(2
)
 
$
72

June 27, 2010
96

 
(6
)
 
90

For the nine months ended
 
 
 
 
 
June 26, 2011
$
297

 
$
(13
)
 
$
284

June 27, 2010
289

 
(17
)
 
272

Available-for-sale securities were comprised as follows (in millions):

11

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
June 26, 2011
 
 
 
 
 
 
 
Equity securities
$
2,443

 
$
545

 
$
(15
)
 
$
2,973

Debt securities
10,616

 
423

 
(22
)
 
11,017

 
$
13,059

 
$
968

 
$
(37
)
 
$
13,990

September 26, 2010
 
 
 
 
 
 
 
Equity securities
$
2,309

 
$
403

 
$
(11
)
 
$
2,701

Debt securities
10,795

 
512

 
(20
)
 
11,287

 
$
13,104

 
$
915

 
$
(31
)
 
$
13,988

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 (in millions):
 
June 26, 2011
 
Less than 12 months
 
More than 12 months
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
Corporate bonds and notes
$
480

 
$
(4
)
 
$
18

 
$

Auction rate securities
3

 

 
123

 
(2
)
Non-investment-grade debt securities
754

 
(14
)
 
21

 
(2
)
Common and preferred stock
239

 
(15
)
 
3

 

 
$
1,476

 
$
(33
)
 
$
165

 
$
(4
)

 
September 26, 2010
 
Less than 12 months
 
More than 12 months
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
Corporate bonds and notes
$
425

 
$
(1
)
 
$
23

 
$

Auction rate securities

 

 
126

 
(4
)
Non-investment-grade debt securities
296

 
(7
)
 
90

 
(8
)
Common and preferred stock
133

 
(10
)
 
3

 

Equity mutual and exchange-traded funds
277

 
(1
)
 

 

 
$
1,131

 
$
(19
)
 
$
242

 
$
(12
)
At June 26, 2011, the Company concluded that the unrealized losses were temporary. Further, for common and preferred stock with unrealized losses, the Company has 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 required to sell, such securities before recovery or maturity.
The following table shows the activity for the credit loss portion of other-than-temporary impairments on debt securities held by the Company (in millions):

12

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Three Months Ended
 
Nine Months Ended
 
June 26,
2011
 
June 27,
2010
 
June 26,
2011
 
June 27,
2010
Beginning balance of credit losses
$
52

 
$
134

 
$
109

 
$
170

Credit losses recognized on securities previously impaired

 

 
(40
)
 

Credit losses recognized on securities previously not impaired

 

 

 
1

Reductions in credit losses related to securities sold
(3
)
 
(8
)
 
(15
)
 
(26
)
Accretion of credit losses due to an increase in cash flows expected to be collected

 
(2
)
 
(5
)
 
(21
)
Ending balance of credit losses
$
49

 
$
124

 
$
49

 
$
124


Note 4 — Composition of Certain Financial Statement Items
     Accounts Receivable.
 
June 26,
2011
 
September 26,
2010
 
(In millions)
Trade, net of allowances for doubtful accounts of $2 and $3, respectively
$
787

 
$
697

Long-term contracts
38

 
25

Other
7

 
8

 
$
832

 
$
730

     Inventories.
 
June 26,
2011
 
September 26,
2010
 
(In millions)
Raw materials
$
18

 
$
15

Work-in-process
347

 
284

Finished goods
388

 
229

 
$
753

 
$
528

 
Other Current Liabilities.
 
June 26,
2011
 
September 26,
2010
 
(In millions)
Customer-related liabilities, including incentives, rebates and other accrued liabilities
$
873

 
$
574

Current portion of payable to Broadcom for litigation settlement
170

 
170

Payable for unsettled securities trades
48

 
80

Other
327

 
261

 
$
1,418

 
$
1,085


Note 5 — Investment Income, Net

13

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Three Months Ended
 
Nine Months Ended
 
June 26,
2011
 
June 27, 2010*
 
June 26,
2011
 
June 27, 2010*
 
(In millions)
Interest and dividend income
$
127

 
$
131

 
$
384

 
$
405

Interest expense
(29
)
 
(10
)
 
(84
)
 
(19
)
Net realized gains on marketable securities
72

 
90

 
302

 
272

Net realized gains on other investments
1

 
2

 
2

 
2

Impairment losses on marketable securities
(5
)
 
(28
)
 
(16
)
 
(95
)
Impairment losses on other investments
(5
)
 
(1
)
 
(10
)
 
(7
)
(Losses) gains on derivative instruments

 
(2
)
 
1

 
(3
)
Equity in earnings (losses) of investees

 
1

 
(5
)
 
(3
)
 
$
161

 
$
183

 
$
574

 
$
552

*As adjusted for discontinued operations (Note 10)

Note 6 — Income Taxes
The Company estimates its annual effective income tax rate for continuing operations to be approximately 20% for fiscal 2011, compared to the 22% effective income tax rate for fiscal 2010. During the first quarter of fiscal 2011, the United States government extended the federal research and development tax credit to include qualified research expenditures paid or incurred after December 31, 2009 and before January 1, 2012. The Company recorded a tax benefit of $32 million related to fiscal 2010 in the first quarter of fiscal 2011 for the retroactive extension of this credit. The annual effective tax rate for fiscal 2010 included tax expense of approximately $137 million that arose because certain deferred revenue was taxable in fiscal 2010, but the resulting deferred tax asset will reverse in future years when the Company’s state tax rate will be lower as a result of California tax legislation enacted in 2009.
The estimated annual effective tax rate for continuing operations for fiscal 2011 of 20% is less than the United States federal statutory rate primarily due to benefits of approximately 18% related to foreign earnings taxed at less than the United States federal rate and benefits of approximately 2% related to the research and development tax credit, partially offset by state taxes of approximately 5%. The prior fiscal year rate was lower than the United States federal statutory rate primarily due to benefits related to foreign earnings taxed at less than the United States federal rate, partially offset by state taxes and tax expense related to the valuation of deferred tax assets to reflect changes in California law.
The Company had unrecognized tax benefits of $490 million and $353 million at June 26, 2011 and September 26, 2010, respectively. The increase in unrecognized tax benefits during the nine months ended June 26, 2011 primarily resulted from the acquisition of Atheros Communications, Inc. (Note 12). The Company expects the total amount of unrecognized tax benefits to significantly decrease during the fourth quarter of fiscal 2011 due to agreement with the California Franchise Tax Board on a component of its fiscal 2006 through 2010 tax returns. As a result of this agreement, the Company expects to record a $44 million tax benefit in the fourth quarter of fiscal 2011.

Note 7 — Stockholders’ Equity
Changes in stockholders’ equity for the nine months ended June 26, 2011 were as follows (in millions):

14

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
QUALCOMM Stockholders’ Equity
 
Noncontrolling Interests
 
Total Stockholders’ Equity
Balance at September 26, 2010
$
20,858

 
$

 
$
20,858

Issuance of subsidiary shares to noncontrolling interests
16

 
40

 
56

Net income (loss)(1)
3,204

 
(10
)
 
3,194

Other comprehensive income
47

 

 
47

Common stock issued under employee benefit plans
2,355

 

 
2,355

Share-based compensation
587

 

 
587

Tax benefit from exercise of stock options
110

 

 
110

Dividends
(993
)
 

 
(993
)
Value of stock awards assumed in acquisition
106

 

 
106

Other
(19
)
 

 
(19
)
Balance at June 26, 2011
$
26,271

 
$
30

 
$
26,301

(1) Loss from discontinued operations, net of income taxes (Note 10), was attributable to QUALCOMM.
Noncontrolling Interests. In June 2010, the Company won a 20 MHz slot of Broadband Wireless Access (BWA) spectrum in four telecom circles in India as a result of the completion of the BWA spectrum auction. Assignment of licenses to operate wireless networks on this spectrum, with an initial license period of 20 years, is pending approval by the Indian government. At June 26, 2011 and September 26, 2010, the Company had a $1.1 billion advance payment included in noncurrent other assets related to this spectrum. The Company will amortize the spectrum licenses over the remaining license period commencing upon the commercial launch of wireless services in India, which is expected to occur within five years of the assignment date. The Company’s goal is to attract one or more operator partners into a venture (or ventures) for construction of an LTE network in compliance with the Indian government’s rollout requirement for the BWA spectrum and then to exit the venture(s). The manner and timing of such exit will be dependent upon a number of factors, such as market conditions and regulatory considerations, among others.
During the second quarter of fiscal 2011, in connection with the India BWA spectrum purchase, certain of the Company’s subsidiaries in India issued noncontrolling interests to two third-party Indian investors for $62 million, such that the Company now holds a 74% interest in each of those subsidiaries, the maximum interest permitted under applicable Indian Foreign Direct Investment regulations. In addition, the third parties representing the noncontrolling interests in the subsidiaries hold put rights that provide them with options to sell their ownership interests in the subsidiaries to QUALCOMM Incorporated or its nominee (subject to applicable regulatory approvals) after July 29, 2014, or earlier if certain events occur, at a price equal to their original capital contribution. The aggregate fair value of these put rights, which are accounted for as freestanding financial instruments classified in other liabilities, was $8 million at June 26, 2011.
Stock Repurchase Program. The Company did not repurchase any shares during the three and nine months ended June 26, 2011. During the three and nine months ended June 27, 2010, the Company repurchased and retired 32,388,000 and 76,259,000 shares of the Company’s common stock, respectively, for $1.2 billion and $2.9 billion, respectively. At June 26, 2011, approximately $1.7 billion remained authorized for repurchase under the Company’s stock repurchase program. The stock repurchase program has no expiration date.
Dividends. On March 8, 2011, the Company announced an increase in its quarterly cash dividend per share of common stock from $0.190 to $0.215, which is effective for dividends payable after March 25, 2011. On July 13, 2011, the Company announced a cash dividend of $0.215 per share on the Company’s common stock, payable on September 23, 2011 to stockholders of record as of August 26, 2011. During the nine months ended June 26, 2011 and June 27, 2010, dividends charged to retained earnings were as follows (in millions, except per share data):
 
2011
 
2010
 
Per Share
 
Total
 
Per Share
 
Total
First Quarter
$
0.190

 
$
314

 
$
0.170

 
$
284

Second Quarter
0.190

 
319

 
0.170

 
279

Third Quarter
0.215

 
360

 
0.190

 
309

 
$
0.595

 
$
993

 
$
0.530

 
$
872


15

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Note 8 — Commitments and Contingencies
Litigation. Tessera, Inc. v. QUALCOMM Incorporated: On April 17, 2007, Tessera filed a patent infringement lawsuit in the United States District Court for the Eastern District 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. The district court action is stayed pending resolution of the ITC proceeding, including all appeals. On May 20, 2009, the ITC issued a limited exclusion order and a cease and desist order, both of which were terminated when the patents expired on September 24, 2010. During the period of the exclusion order, the Company shifted supply of accused chips for customers who manufacture products that may be imported to the United States to a licensed supplier of Tessera, and the Company continued to supply those customers without interruption. On December 21, 2010, the United States Court of Appeals for the Federal Circuit issued a decision affirming the ITC’s orders, and on March 29, 2011, it declined to reconsider that decision. The Company may appeal to the United States Supreme Court. Once the stay is lifted, Tessera may continue to seek back damages in the district court, but it may not seek injunctive relief due to the expiration of the patents.
MicroUnity Systems Engineering, Inc. v. QUALCOMM Incorporated, et al.: MicroUnity filed a total of three patent infringement complaints, on March 16, 2010, June 3, 2010 and January 27, 2011, against the Company and a number of other technology companies, including Texas Instruments, Samsung, Apple, Nokia, Google and HTC, in the United States District Court for the Eastern District of Texas. The complaints against the Company allege infringement of a total of 15 patents and appear to accuse Snapdragon products. The district court consolidated the actions in May 2011. The claim construction hearing is set for August 12, 2012, and trial is scheduled for June 3, 2013. The Company has filed a motion to sever the claims against it from the other defendants and to transfer the case to the United States District Court for the Northern District of California.
Korea Fair Trade Commission (KFTC) Complaint: On January 4, 2010, the KFTC issued a written decision, finding that the Company had violated South Korean law by offering certain discounts and rebates for purchases of its CDMA chips and for including in certain agreements language requiring the continued payment of royalties after all licensed patents have expired. The KFTC levied a fine, which the Company paid in the second quarter of fiscal 2010. The Company is appealing that decision in the Korean courts.
Japan Fair Trade Commission (JFTC) Complaint: The JFTC received unspecified complaints alleging that the Company’s business practices are, in some way, a violation of Japanese law. On September 29, 2009, the JFTC issued a cease and desist order 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 cease and desist order 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 the Japanese Antimonopoly Act. The Company has invoked its right under Japanese law to an administrative hearing before the JFTC. In February 2010, the Tokyo High Court granted the Company’s motion and issued a stay of the cease and desist order pending the administrative hearing before the JFTC. The JFTC has had nine hearing days to date, with an additional hearing day scheduled on October 19, 2011, and additional hearing days yet to be scheduled.
Icera Complaint to the European Commission: On June 7, 2010, the European Commission (the Commission) notified and provided the Company with a redacted copy of a complaint filed with the Commission by Icera, Inc. alleging that the Company has engaged in anticompetitive activity. The Company has been asked by the Commission to submit a preliminary response to the portions of the Complaint disclosed to it, and the Company submitted its response in July 2010. The Company will cooperate fully with the Commission.
Broadcom Corporation et al. v. Commonwealth Scientific and Industrial Research Organisation: On November 10, 2009, Broadcom and Atheros (Note 12), which was acquired by the Company in May 2011, filed a complaint for declaratory judgment against Commonwealth Scientific and Industrial Research Organisation (CSIRO) in the United States District Court for the Eastern District of Texas, requesting the court to declare, among other things, that United States patent number 5,487,069 (the '069 Patent) assigned to CSIRO is invalid, unenforceable and that Atheros does not infringe any valid claims of the '069 Patent. On October 14, 2010, CSIRO filed a complaint against Atheros and Broadcom (amended and consolidated with complaints against other third parties on April 6, 2011) alleging infringement of the '069 Patent. Trial is scheduled for April 9, 2012.
MOSAID Technologies Incorporated v. Dell, Inc. et al.: On March 16, 2011, MOSAID filed a complaint against Atheros and 32 other entities in the United States District Court for the Eastern District of Texas. In its infringement contentions, MOSAID alleges that certain of Atheros’ products infringe United States patent numbers 5,131,006, 5,151,920, 5,422,887,

16

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


5,706,428, 5,563,786 and 6,992,972. MOSAID seeks unspecified damages and other relief. Discovery has not yet begun.
Formal Order of Private Investigation: On September 8, 2010, the Company was notified by the Securities and Exchange Commission’s Los Angeles Regional office (SEC) of a formal order of private investigation. The Company understands that the investigation arose from a “whistleblower’s” allegations made in December 2009 to the audit committee of the Company’s Board of Directors and to the SEC. The audit committee completed an internal review with the assistance of independent counsel and independent forensic accountants. This internal review into the allegations and related accounting practices did not identify any errors in the Company’s financial statements. The Company continues to cooperate with the SEC’s ongoing investigation.
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 federal court in Pennsylvania and Washington D.C. superior court, seeking monetary damages arising out of its sale of cellular phones.
While there can be no assurance of favorable outcomes, the Company believes the claims made by other parties in the foregoing matters are without merit and will vigorously defend the actions. The Company has not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on the Company’s belief that liabilities, while possible, are not probable. Further, any possible range of loss cannot be reasonably estimated at this time. The Company is engaged in numerous other legal actions not described above 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.
Litigation Settlement, Patent License and Other Related Items. On April 26, 2009, the Company entered into a Settlement and Patent License and Non-Assert Agreement with Broadcom. The Company agreed to pay Broadcom $891 million, of which $546 million was paid through June 26, 2011, and the remainder will be paid ratably through April 2013. The Company recorded a pre-tax charge of $783 million related to this agreement during fiscal 2009. At June 26, 2011, the carrying value of the liability was $335 million, which also approximated the fair value of the contractual liability net of imputed interest.
Loans Payable Related to India Spectrum Acquisition. In connection with the India BWA spectrum purchase in June 2010, certain of the Company’s subsidiaries in India entered into loan agreements with multiple lenders that are denominated in Indian rupees. The loans bear interest at an annual rate based on the highest rate among the bank lenders, which is reset quarterly, plus 0.25% (9.75% at June 26, 2011) with interest payments due monthly. The loans are due and payable in full in December 2012. However, each lender has the right to demand prepayment of its portion of the outstanding loans on December 15, 2011 subject to sufficient prior written notice. As a result, the loans are classified as a component of current liabilities. The loans can be prepaid without penalty on certain dates and are guaranteed by QUALCOMM Incorporated and one of its subsidiaries. The loan agreements contain standard covenants, which, among other things, limit actions by the subsidiaries that are party to the loan agreements, including the incurrence of loans and equity investments, disposition of assets, mergers and consolidations and other matters customarily restricted in such agreements. At June 26, 2011, the aggregate carrying value of the loans was $1.1 billion, which approximated fair value.
Indemnifications. With the exception of the practices of Atheros (Note 12), which the Company acquired in May 2011, the Company generally does not indemnify its customers and licensees for losses sustained from infringement of third-party intellectual property rights. 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 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. Under Atheros’ indemnification agreements, software license agreements and product sale agreements, including its standard software license agreements and standard terms and conditions of semiconductor sales, Atheros agrees, subject to restrictions and after certain conditions are met, to indemnify and defend its licensees and customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, copyrights, trademarks or trade secrets, and to pay any judgments entered on such claims against the licensees or customers. Through June 26, 2011, Atheros has received a number of claims from its direct and indirect customers and other third parties for indemnification under such agreements with respect to alleged infringement of third-party intellectual property rights by Atheros’ products.
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 actions that could impair the ability of the Company’s direct or indirect customers to use the Company’s products or services. Accordingly, the Company records liabilities resulting

17

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


from the arrangements when they are probable and can be reasonably estimated. Reimbursements under indemnification arrangements have not been material to the Company’s consolidated financial statements. The Company has not recorded any accrual for contingent liabilities at June 26, 2011 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. Noncancelable obligations under these agreements at June 26, 2011 for the remainder of fiscal 2011 and for each of the subsequent four years from fiscal 2012 through 2015 were approximately $1.5 billion, $336 million, $30 million, $4 million and $33 million, respectively, and $24 million thereafter. Of these amounts, for the remainder of fiscal 2011 and for fiscal 2012, commitments to purchase integrated circuit product inventories comprised $1.2 billion and $34 million, respectively.
Leases. The future minimum lease payments for all capital leases and operating leases at June 26, 2011 were as follows (in millions):
 
Capital
Leases
 
Operating
Leases
 
Total
Remainder of fiscal 2011
$
2

 
$
23

 
$
25

2012
14

 
85

 
99

2013
14

 
46

 
60

2014
14

 
37

 
51

2015
14

 
27

 
41

Thereafter
370

 
206

 
576

Total minimum lease payments
$
428

 
$
424

 
$
852

Deduct: Amounts representing interest
243

 
 
 
 
Present value of minimum lease payments
185

 
 
 
 
Deduct: Current portion of capital lease obligations
1

 
 
 
 
Long-term portion of capital lease obligations
$
184

 
 
 
 
The Company leases certain of its land, facilities and equipment under noncancelable operating leases, with terms ranging from less than one year to 35 years and with provisions in certain leases for cost-of-living increases. The Company leases certain property under capital lease agreements associated with its discontinued operations (Note 10), primarily related to site leases that have an initial term of five to seven years with renewal options of up to five additional renewal periods. In determining the capital lease classification for the site leases upon commencement of each lease, the Company included all renewal options. As a result of its restructuring plan, the Company does not intend to renew its existing site capital leases. At June 26, 2011, the Company expects to write off $161 million of site capital lease assets (which are included in buildings and improvements in property, plant and equipment) and $184 million of its capital lease obligations (which are included in other liabilities) at the end of the current contractual lease terms related to lease renewal option periods thereafter. Any early terminations may impact the amounts that are written off.

Note 9 — Segment Information
The Company is organized on the basis of products and services. The Company aggregates four of its divisions into the Qualcomm Wireless & Internet segment. Reportable segments are as follows:
Qualcomm CDMA Technologies (QCT) — develops and supplies integrated circuits and system software based on CDMA, OFDMA and other technologies for voice and data communications, networking, application processing, multimedia and global positioning system products.
Qualcomm Technology Licensing (QTL) — grants licenses or otherwise provides rights 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 collects license fees and royalties in partial consideration for such licenses;
Qualcomm Wireless & Internet (QWI) — comprised of:

18

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Qualcomm Internet Services (QIS) — provides content enablement services for the wireless industry and push-to-talk and other products and services for wireless network operators;
Qualcomm Government Technologies (QGOV) — provides development, hardware and analytical expertise to United States government agencies involving wireless communications technologies;
Qualcomm Enterprise Services (QES) — provides satellite- and terrestrial-based two-way wireless information and position reporting services to transportation and logistics companies and other enterprise companies with fleet vehicles; and
Firethorn — builds and manages software applications that enable certain mobile commerce services.
Qualcomm Strategic Initiatives (QSI) — makes strategic investments that the Company believes will open new opportunities for CDMA and OFDMA technologies, support the design and introduction of new CDMA and OFDMA products or possess unique capabilities or technology. Many of these strategic investments are in early-stage companies and in wireless spectrum, such as the BWA spectrum won in the auction in India. QSI also includes FLO TV Incorporated (FLO TV), the Company’s wholly-owned wireless multimedia operator subsidiary. Since the shut down of the FLO TV business and network on March 27, 2011, the Company has been working to sell its remaining assets and exit contracts. The 700 MHz spectrum was classified as held for sale, and all other FLO TV assets were considered disposed of, at June 26, 2011. Accordingly, the results of operations related to the FLO TV business were presented as discontinued operations at June 26, 2011 (Note 10). Share-based payments that had been included in reconciling items and QSI revenues and earnings (loss) from continuing operations before income taxes (EBT) have been adjusted to conform for all prior periods presented.
The Company evaluates the performance of its segments based on EBT from continuing operations. Segment 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 (loss); certain share-based compensation; and certain research and development expenses and other selling and marketing expenses that were deemed to be not directly related to the businesses of the segments. Additionally, starting with acquisitions in the third quarter of fiscal 2011, unallocated charges include recognition of the step-up of inventories to fair value and amortization of certain intangible assets. Such charges related to acquisitions that were completed prior to the third quarter of fiscal 2011 are allocated to the respective segments. The table below presents revenues and EBT for reportable segments (in millions):
 
QCT
 
QTL
 
QWI
 
QSI*
 
Reconciling
Items*
 
Total*
For the three months ended:
 
 
 
 
 
 
 
 
 
 
 
June 26, 2011
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
2,194

 
$
1,257

 
$
164

 
$

 
$
8

 
$
3,623

EBT
430

 
1,092

 
(13
)
 
(30
)
 
(205
)
 
1,274

June 27, 2010
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
1,691

 
$
847

 
$
162

 
$

 
$

 
$
2,700

EBT
404

 
673

 
6

 
60

 
(67
)
 
1,076

 
 
 
 
 
 
 
 
 
 
 
 
For the nine months ended:
 
 
 
 
 
 
 
 
 
 
 
June 26, 2011
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
6,272

 
$
4,061

 
$
493

 
$

 
$
14

 
$
10,840

EBT
1,487

 
3,559

 
(147
)
 
(97
)
 
(439
)
 
4,363

June 27, 2010
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
4,835

 
$
2,738

 
$
456

 
$

 
$
1

 
$
8,030

EBT
1,173

 
2,266

 
14

 
38

 
(169
)
 
3,322

*As adjusted for discontinued operations (Note 10)
Reconciling items in the previous table were as follows (in millions):

19

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Three Months Ended
 
Nine Months Ended
 
June 26,
2011
 
June 27, 2010*
 
June 26,
2011
 
June 27, 2010*
Revenues
 
 
 
 
 
 
 
Elimination of intersegment revenues
$
(1
)
 
$
(1
)
 
$
(3
)
 
$
(7
)
Other nonreportable segments
9

 
1

 
17

 
8

 
$
8

 
$

 
$
14

 
$
1

EBT
 
 
 
 
 
 
 
Unallocated cost of equipment and services revenues
$
(73
)
 
$
(10
)
 
$
(103
)
 
$
(30
)
Unallocated research and development expenses
(129
)
 
(93
)
 
(400
)
 
(294
)
Unallocated selling, general and administrative expenses
(106
)
 
(72
)
 
(353
)
 
(211
)
Unallocated investment income, net
181

 
169

 
642

 
535

Other nonreportable segments
(78
)
 
(61
)
 
(225
)
 
(166
)
Intersegment eliminations

 

 

 
(3
)
 
$
(205
)
 
$
(67
)
 
$
(439
)
 
$
(169
)
*As adjusted for discontinued operations (Note 10)
Reconciling items for both the three months and nine months ended June 26, 2011 included $59 million and $18 million of unallocated cost of equipment and services revenues and unallocated selling, general and administrative expenses, respectively, related to the step-up of inventories to fair value and amortization of intangible assets resulting from the acquisition of Atheros (Note 12).
Revenues from external customers and intersegment revenues were as follows (in millions):
 
QCT
 
QTL
 
QWI
For the three months ended:
 
 
 
 
 
June 26, 2011
 
 
 
 
 
Revenues from external customers
$
2,193

 
$
1,257

 
$
164

Intersegment revenues
1

 

 

June 27, 2010
 
 
 
 
 
Revenues from external customers
$
1,691

 
$
847

 
$
162

Intersegment revenues

 

 

 
 
 
 
 
 
For the nine months ended:
 
 
 
 
 
June 26, 2011
 
 
 
 
 
Revenues from external customers
$
6,270

 
$
4,061

 
$
493

Intersegment revenues
2

 

 

June 27, 2010
 
 
 
 
 
Revenues from external customers
$
4,828

 
$
2,738

 
$
456

Intersegment revenues
7

 

 

Segment assets are comprised of accounts receivable and inventories for all reportable segments other than QSI. QCT inventories at June 26, 2011 excluded $37 million related to the step-up of inventories to fair value resulting from the acquisition of Atheros (Note 12); such amount was included in reconciling items. QSI segment assets include certain marketable securities, notes receivable, spectrum licenses, other investments and all assets of QSI’s consolidated subsidiaries. QSI segment assets related to the discontinued FLO TV business totaled $926 million and $1.3 billion at June 26, 2011 and September 26, 2010, respectively. Reconciling items for total assets included $631 million and $384 million at June 26, 2011 and September 26, 2010, respectively, of goodwill and other assets related to the Company’s QMT division, a nonreportable segment developing display technology for mobile devices and other applications. Total segment assets also differ from total assets on a consolidated basis as a result of unallocated corporate assets primarily comprised of certain cash, cash equivalents, marketable securities, property, plant and equipment, deferred tax assets, goodwill, other intangible assets and assets of nonreportable segments. Segment assets and reconciling items were as follows (in millions):

20

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
June 26,
2011
 
September 26,
2010
QCT
$
1,345

 
$
1,085

QTL
32

 
28

QWI
154

 
129

QSI
2,531

 
2,745

Reconciling items
31,038

 
26,585

Total consolidated assets
$
35,100

 
$
30,572


Note 10 — Discontinued Operations
On December 20, 2010, the Company agreed to sell substantially all of its 700 MHz spectrum for $1.9 billion, subject to the satisfaction of customary closing conditions, including approval by the U.S. Federal Communications Commission. The agreement followed the Company’s previously announced plan to restructure and evaluate strategic options related to the FLO TV business and network. The FLO TV business and network were shut down on March 27, 2011. Since then, the Company has been working to sell the remaining assets and exit contracts. The 700 MHz spectrum with a carrying value of $746 million that the Company has agreed to sell was classified as held for sale, and all other assets were considered disposed of, at June 26, 2011. Accordingly, the results of operations of the FLO TV business were presented as discontinued operations at June 26, 2011. The Company’s statements of operations for all prior periods presented have been adjusted to conform.
Summarized results from discontinued operations were as follows (in millions):
 
Three Months Ended
 
Nine Months Ended
 
June 26, 2011
 
June 27, 2010
 
June 26, 2011
 
June 27, 2010
Revenues
$
1

 
$
5

 
$
5

 
$
9

Income (loss) from discontinued operations
1

 
(105
)
 
(502
)
 
(334
)
Income tax benefit
43

 
40

 
195

 
134

Discontinued operations, net of income taxes
$
44

 
$
(65
)
 
$
(307
)
 
$
(200
)
Income (loss) from discontinued operations includes share-based payments and excludes certain general corporate expenses allocated to the FLO TV business during the periods presented. During the third quarter of fiscal 2011, in connection with the presentation of the FLO TV business as discontinued operations and the requirement to compute the tax effect of discontinued operations on a discrete basis, the Company recorded a tax benefit of $43 million for tax benefits related to losses incurred in the first and second quarter of fiscal 2011 that were previously included in the calculation of the estimated annual effective tax rate.
The carrying amounts of the major classes of assets and liabilities of discontinued operations in the condensed consolidated balance sheet were as follows (in millions):

21

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
June 26, 2011
Assets
 
Current assets
$
8

Property, plant and equipment, net
170

Assets held for sale
746

Other assets
2

Total assets
$
926

Liabilities
 
Trade accounts payable
$
2

Payroll and other benefits related liabilities
2

Other current liabilities
88

Other noncurrent liabilities
198

Total liabilities
$
290

The Company has a significant number of site leases, and the Company has corresponding capital lease assets, capital lease liabilities and asset retirement obligations (Note 8). The capital lease assets, included in property, plant and equipment, net, were considered disposed of at March 27, 2011 when the Company shut down the FLO TV business.
Restructuring and restructuring-related activities under the Company’s plan related to discontinued operations were initiated in the fourth quarter of fiscal 2010 and are expected to be substantially complete by the end of fiscal 2012 as the Company continues to negotiate the exit of certain contracts and removes certain of its equipment from the network sites. The Company estimates that it will incur future restructuring and restructuring-related charges of up to $40 million, primarily related to lease exit costs. Restructuring charges consist of lease exit and other contract termination costs and certain severance costs. Restructuring-related charges primarily consist of asset impairment and accelerated depreciation. The Company may also realize certain gains, primarily due to the potential release of liabilities associated with ongoing efforts to exit certain contracts, the amount of which cannot be reasonably estimated at this time. Future cash expenditures are expected to be in the range of $100 million to $140 million. As a result of exiting various contractual obligations on favorable terms, the Company recorded net reversals of $4 million and $8 million in restructuring charges and restructuring-related charges, respectively, during the three months ended June 26, 2011. During the nine months ended June 26, 2011, the Company recorded net restructuring charges of $58 million, including $48 million in contract termination costs, and net restructuring-related charges of $308 million, including $305 million in asset impairments and accelerated depreciation.
Changes in the restructuring accrual, which is reported as a component of other liabilities, for the nine months ended June 26, 2011 were as follows (in millions):
 
Balance at
September 26,
2010
 
Initial Costs
 
Adjustments to Costs
 
Cash Payments
 
Balance at
June 26,
2011
Contract termination costs
$

 
$
63

 
$
(2
)
 
$
(18
)
 
$
43

Other costs

 
16

 
(6
)
 
(6
)
 
4

 
$

 
$
79

 
$
(8
)
 
$
(24
)
 
$
47


Note 11 — Goodwill Impairment
         During the first quarter of fiscal 2011, the Firethorn division in the QWI segment introduced a new product application trademarked as SWAGG. The initial consumer adoption rate of SWAGG had fallen significantly short of the Company's expectations, and as a result, in the second quarter of fiscal 2011, the Company revised its internal forecasts to reflect lower than expected demand and reduced the Firethorn cost structure. Based on these adverse changes, in the second quarter of fiscal 2011, the Company performed a goodwill impairment test for the Firethorn division, which was determined to be a reporting unit for purposes of the goodwill impairment test. The goodwill impairment test is a two-step process. First, the Company estimated the fair value of the Firethorn reporting unit by considering both discounted future projected cash flows and prices of comparable businesses. The results of this analysis indicated that the carrying value of the reporting unit exceeded its fair value. Therefore, the Company measured the amount of impairment charge by determining the implied fair value of the goodwill as if the Firethorn reporting unit were being acquired in a business combination. The Company determined the fair value of the

22



assets and the liabilities, primarily using a cost approach. Based on the results of the goodwill impairment test, the Company recorded a pre-tax goodwill impairment charge of $114 million in the second quarter of fiscal 2011. Subsequent to the impairment, $40 million of goodwill remained for the Firethorn reporting unit.

Note 12 — Acquisition
On May 24, 2011, the Company acquired Atheros Communications, Inc., which was renamed Qualcomm Atheros, Inc. (Atheros), for total cash consideration of $3.1 billion (net of $233 million of cash acquired) and the exchange of vested and earned unvested share-based payment awards with an estimated fair value of $106 million. Atheros sells communication chipsets to manufacturers of networking, computing and consumer electronics products. The primary objective of the acquisition is to help accelerate the expansion of the Company’s technologies and platforms to new businesses beyond cellular, including home, enterprise and carrier networking. Atheros was integrated into the QCT segment.
The allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values was as follows (in millions):
 
 
Current assets
$
925

Amortizable intangible assets:
 
Technology-based intangible assets
692

Marketing-related intangible assets
50

Customer-related intangible assets
114

In-process research and development (IPR&D)
150

Goodwill
1,779

Other assets
75

Total assets
3,785

Liabilities
(316
)
Total
$
3,469

Goodwill recognized in this transaction is not deductible for tax purposes and was allocated to the QCT segment for annual impairment testing purposes. Goodwill largely consists of expected revenue synergies resulting from the combination of product portfolios, cost synergies related to reduction in headcount growth and lower manufacturing costs, assembled workforce and access to additional sales and distribution channels. The intangible assets acquired will be amortized on a straight-line basis over weighted-average useful lives of 4 years, 6 years and 3 years for technology-based, marketing-related and customer-related intangible assets, respectively. The estimated fair values of the intangible assets acquired were primarily determined using the income approach based on significant inputs that were not observable. IPR&D consists of 26 projects, primarily related to wireless local-area network and powerline communications technologies. The projects are expected to be completed over the next 3 years. The estimated remaining costs to complete the IPR&D projects were $36 million as of the acquisition date. The acquired IPR&D will not be amortized until completion of the related products as it was determined that the underlying projects had not reached technological feasibility at the date of acquisition. Upon completion, each IPR&D project will be amortized over its useful life; useful lives for IPR&D are expected to range between 2 years and 6 years. Acquisition costs related to the merger of $23 million were recognized as selling, general and administrative expenses as incurred in fiscal 2011. The Company’s results of operations for the three months ended June 26, 2011 included the operating results of Atheros since the date of acquisition, the amounts of which were not material.
The following table presents the unaudited pro forma results for the nine months ended June 26, 2011 and June 27, 2010. The unaudited pro forma financial information combines the results of operations of QUALCOMM and Atheros as though the companies had been combined as of the beginning of fiscal 2010, and the pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such times. The unaudited pro forma results presented include amortization charges for acquired intangible assets, eliminations of intercompany transactions, adjustments for increased fair value of acquired inventory, adjustments for incremental stock-based compensation expense related to the unearned portion of Atheros stock options and restricted stock units assumed, adjustments for depreciation expense for property, plant and equipment and related tax effects.

23

QUALCOMM Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Nine Months Ended
 
June 26, 2011
 
June 27, 2010
 
(In millions)
Revenues
$
11,467

 
$
8,868

Net income attributable to QUALCOMM
3,168

 
2,089

    

24

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This information should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of Part I of this Quarterly Report and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended September 26, 2010 contained in our 2010 Annual Report on Form 10-K.
In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including but not limited to risks described in the section entitled Risk Factors and elsewhere in this Quarterly Report.
Overview
Recent Developments
Revenues for the third quarter of fiscal 2011 were $3.6 billion, with net income of $1.0 billion, which were impacted by the following key items:
We shipped approximately 120 million Mobile Station Modem (MSM) integrated circuits for CDMA- and OFDMA-based wireless devices, an increase of 17% compared to approximately 103 million MSM integrated circuits in the year ago quarter. (1) 
Total reported device sales were approximately $36.4 billion, an increase of approximately 44% compared to approximately $25.2 billion in the year ago quarter. (2)
On May 24, 2011, we acquired Atheros Communications, Inc., which was renamed Qualcomm Atheros, Inc. (Atheros), for total cash consideration of $3.1 billion, net of cash acquired, and the exchange of equity awards. Atheros was integrated into the Qualcomm CDMA Technologies (QCT) segment.
Our results of operations reflect the presentation of the FLO TV business as discontinued operations, and all prior period amounts have been adjusted accordingly.
Against this backdrop, the following recent developments occurred during the third quarter of fiscal 2011 with respect to key elements of our business or our industry:
Worldwide wireless subscriptions grew by approximately 3% to reach approximately 5.7 billion. (3) 
Worldwide 3G subscriptions (all CDMA-based) grew to approximately 1.4 billion, approximately 24% of total wireless subscriptions, including approximately 534 million CDMA2000 1X/1xEV-DO subscriptions and approximately 865 million WCDMA/HSPA/TD-SCDMA subscriptions. (3) 
Unit shipments of CDMA-based handsets grew an estimated 28% over the prior year quarter, compared to an estimated increase of 19% across all wireless technologies. (4)
(1)
During the third quarter of fiscal 2011, some customers built devices that incorporated two MSMs. In such cases, which represent less than 1% of our gross volume, we count only one MSM in reporting the MSM shipments.
(2)
Total reported device sales is the sum of all reported sales in U.S. dollars (as reported to us by our licensees) of all licensed CDMA-based subscriber devices (including handsets, modules, modem cards and other subscriber devices) by our licensees during a particular period. Not all licensees report sales the same way (