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
November 2, 2005
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)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On November 2, 2005, QUALCOMM Incorporated (the “Company”) issued a press release
regarding the Company’s financial results for its fourth quarter and fiscal year ended September 25, 2005. The full text of the Company’s press release is attached hereto as Exhibit 99.1.
The attached press release presents pro forma financial measurements which are used by
management to evaluate, assess and benchmark the Company’s operating results, and the Company
believes that pro forma reporting represents relevant and useful information that is widely used by
analysts, investors, and other interested parties in its industry.
The attached press release presents pro forma financial information excluding the QUALCOMM
Strategic Initiatives (QSI) segment, to facilitate evaluation of the Company’s ongoing core
operating businesses, including QUALCOMM CDMA Technologies (QCT), QUALCOMM Technology Licensing
(QTL) and QUALCOMM Wireless & Internet (QWI). QSI results relate to strategic investments for
which the Company has exit strategies of varying durations. The Company’s management believes that
the information excluding QSI presents a more representative view of the operating and liquidity
performance of the Company because it excludes the effect of fluctuations in the values of
investments that are unrelated to the Company’s operational performance.
The attached press release presents pro forma financial results as though the method of
recording royalties in fiscal 2005 (referred to as the new method), based solely on reports from
licensees, had been in effect throughout fiscal 2004 to facilitate evaluation by management,
investors and analysts of the results for fiscal 2004 on a comparable basis to the Company’s
current results, current guidance and future periods. The Company believes that this non-GAAP
presentation is useful in evaluating its performance on a consistent and comparable basis.
The attached press release presents pro forma results for fiscal 2005 excluding one-time tax
benefits related to fiscal 2004 to facilitate an understanding of the Company’s ongoing tax rate
and after tax earnings. The Company believes that this non-GAAP presentation is useful in
evaluating its performance on a consistent and comparable basis.
The
attached press release presents pro forma financial information for
fiscal 2006 excluding share-based compensation under FAS 123R to
facilitate evaluation by management, investors and other interested
parties in its industry of core business operating results. The
Company’s management uses this pro forma presentation to
evaluate, assess and benchmark the Company’s operating results
because share-based compensation is not an expense that requires or
will require cash payment by the Company. The Company believes that
this presentation is also useful to evaluate performance on a basis
that is consistent and comparable with periods prior to the adoption
of FAS 123R in the first quarter of fiscal 2006.
The attached press release presents pro forma cash flow information including marketable
securities. The Company’s management uses this non-GAAP presentation to analyze increases and
decreases in certain of its liquid assets, comprised of cash, cash equivalents and marketable
securities. Management views certain marketable securities as liquid assets available to fund
operations, which result from cash management strategies designed to increase yields. However,
these marketable securities do not meet the definition of cash equivalents in accordance with
Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows” and must be excluded
from the GAAP statements of cash flows. Since the GAAP statements of cash flows reconcile the
Company’s beginning and ending cash and cash equivalents balances, the purchases and sales of
marketable securities are presented as inflows and outflows. For internal analysis of the
Company’s cash position, management does not view these transactions as inflows and outflows from
the business, but as cash management transactions. If required, most of such investments could be
settled relatively quickly as additional cash resources are needed. The Company believes that this
non-GAAP presentation is a helpful measure of the Company’s liquidity.
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 results and QUALCOMM pro forma results and total QUALCOMM
cash flow and QUALCOMM pro forma changes in cash, cash equivalents and marketable securities are
presented in the press release.