UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 22, 2009
Date of Report (Date of earliest event reported)
QUALCOMM Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 000-19528
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95-3685934 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 5775 Morehouse Drive, San Diego, CA
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92121 |
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| (address of principal executive offices)
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(Zip Code) |
858-587-1121
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition
On July 22, 2009, QUALCOMM Incorporated (“Qualcomm” or the “Company”) issued a press release
regarding the Company’s financial results for its third fiscal quarter ended June 28, 2009. The
full text of the Company’s press release is attached hereto as Exhibit 99.1.
The attached press release 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, research and development (R&D) expenses, selling, general and administrative (SG&A)
expenses, total operating expenses, operating income (loss), net investment income (loss), income
(loss) before income taxes, effective tax rate, net income (loss), diluted earnings (loss) 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, as presented in the attached press release,
excludes the Qualcomm Strategic Initiatives (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 such share-based compensation as unrelated to the Company’s operational performance.
Moreover, it is generally not an expense that requires or will require cash payment by the
Company. Further, share-based compensation related to options 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. Certain tax items
related to prior years are excluded in order to provide a clearer understanding of the Company’s
ongoing pro forma tax rate and after tax earnings. The Company decided to include the benefit of
the retroactive extension of the federal research and development tax credit in pro forma results
starting in fiscal 2009 because it recurs with relative frequency and would have been included in
the Company’s pro forma results for the prior year if it had been reenacted in the prior fiscal
year. 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 attached press release 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 the Company’s 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 in the attached press release should be
considered in addition to, not as a substitute for, or superior to, financial measures calculated
in accordance with generally accepted accounting principles (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