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Qualcomm, Inc. (NASDAQ:QCOM)

F4Q07 Earnings Call

November 8, 20074:45 pm ET

Executives

John Gilbert - Vice President of Investor and IndustryAnalysts Relations

Dr. Paul E. Jacobs - Chief Executive Officer

Steven R. Altman - President

Dr. Sanjay K. Jha – Chief Operating Officer and President, QualcommCDMA Technologies Group

William E. Keitel - Executive Vice President and ChiefFinancial Officer

Analysts

James Faucette - Pacific Crest Securities

Avi Silver - Bear Stearns & Co.

Tal Liani - Merrill Lynch

Tim Long - Banc of AmericaSecurities

Mike Walkley - Piper Jaffray

Ehud Gelblum - JPMorgan

Tim Luke - Lehman Brothers

Mike Ounjian - Credit Suisse

Brant Thompson - Goldman Sachs & Co.

Maynard Um - UBS

Ed Snyder - Charter Equity Research

Operator

Ladies and gentlemen, thank you for standing by.  Welcome to the Qualcomm fourth quarter and fiscalyear-end conference call.  (OperatorInstructions).   The playback number for today's call is800-642-1687.  International callersplease dial 706-645-9291.  The playbackreservation number is 20553158.

I would now like to turn the call over to John Gilbert, VicePresident of Investor and Industry Analyst Relations.  John, please go ahead.

John Gilbert

Thank you and good afternoon.  Today's call will include prepared remarks byDr. Paul Jacobs, Steve Altman, Dr. Sanjay Jha and Bill Keitel.  An internet presentation and audio broadcastaccompanies this call and you can access it by visiting www.qualcomm.com.

During this conference call if we use any non-GAAP financialmeasures as defined by the SEC and Regulation G, you can find the requiredreconciliations to GAAP on our Web site.  I would also direct you to our 10-K andearnings release, which were filed and furnished respectively with the SECtoday and are available on our Web site.

We may make forward-looking statements relating to ourexpectations and other future events that may differ materially from Qualcomm'sactual results.  Please review our SECfilings for a detailed presentation of each of our businesses and associatedrisks and other important factors that may cause our actual results to differfrom these forward-looking statements.

I would also like to remind you of our New York Analysts DayNovember 14th.  And now it's my pleasureto introduce Qualcomm's CEO, Dr. Paul Jacobs.

Paul Jacobs

Thank you John and good afternoon everyone.  Let me begin by thanking the employees of Qualcommand our partners worldwide for delivering another record year of performance.  We continue to focus and successfully executeon our current and long-term strategies.

And these efforts are clearly reflected in our results.  We're also very pleased to welcome DonRosenberg to Qualcomm as Executive Vice President and General Counsel.

Don's extensive experience in litigation, antitrust,regulatory, and intellectual property law is a great addition to our leadershipteam and we are confident he will make a significant impact in our legalactivities and beyond.

Turning to our financial results, in fiscal 2007 we achievedrecord revenues, record net income, and record operating cash flow.  Our pro forma earnings per share were up 23%year-over-year and we significantly exceeded our original fiscal 2007 earningsper share guidance.

We returned a record $2.3 billion dollars of capital to ourstockholders through our dividend and stock-repurchase programs.  We have now returned over $7 billion dollars ofcapital to our stockholders to date.  Ourcontinued execution allows us to both return capital to shareholders and makesignificant investments in R&D to capitalize on the opportunities createdby the convergence of wireless, entertainment, computing, and the internet.

I'd now like to highlight some of our key businessachievements.  QCT delivered their ninthconsecutive quarterly record for MSM shipments as CDMA based MSM chip shipmentswere up 22% year-over-year.  In fiscal2007 we shipped a record 253 million baseband chips as compared to 207 millionin fiscal year 2006.

We are very proud of this performance in today's complex andhighly competitive global marketplace and Sanjay will give you more color onQCT's business.  Our BREW business, weannounced last quarter that Hutchison H3G planned to leverage BREW to offerhighly integrated feature-rich applications in their WCDMA handsets.

H3G’s recently launched Skype phone is the first commercialexample of this partnership.  The BREWplatform provides the foundation for H3G to enable mobile internet serviceapplications such as Skype, as well as interfaced with other key handsetfeatures to provide an integrated user-friendly experience.

Continuing on the theme of partnering with the internetcommunity, earlier this week we announced, along with Google and other leadingglobal wireless and technology companies, our support of Android, an openplatform for mobile devices and our membership in the Open Handset Alliance.

We believe this is an exciting opportunity to expand the 3Gmarket by working with new partners to enable the growth of mobile broadband.  In QSI our MediaFLO service is now availablein more than 40 cities in the U.S. as we continue to expand our servicefootprint and conduct new trials around the world.

We continue to improve our content lineup with the additionof more than 100 live college football games and over 70 live NBA games.  We look forward to a number of new MediaFLOenabled phones coming to market including leading edge touch-screen designs.

In addition, at the International Broadcast Conferenceearlier this year, we demonstrated live user interactivity with televisedprogramming on MediaFLO.  Convergence ofmobile TV and interactivity will be an important catalyst in driving adoptionof mobile TV.

Qualcomm MEMS technologies team, which is developing a newlow power reflective display technology, reached an important milestone, as thefirst IMOD displays were made commercially available in an innovative line ofBluetooth headsets by Audiovox.

UMT also announced an agreement with Chinese handset makerHisenseto develop mobile phones containing Qualcomm IMOD displays that will beavailable in 2008.  IMOD's low powerconsumption and consistent display quality in a wide range of viewingconditions, including bright sunlight, is another example of our commitment todeveloping advanced technologies to make the phone a device for your eyes aswell as your ears.

Turning to the 3G CDMA market around the world the number of3G CDMA based networks and subscribers continues to grow rapidly.  Data from the CDMA Development Group and theGSM Association shows that over 410 CDMA based 3G networks have been launchedas of October 2007 representing approximately 40% growth year-over-year.

CDMA2000 network deployments grew 35% year-over-year andWCDMA networks grew at 48% year-over-year.  This includes more than 75 operators deployingthe higher speeds of 1xEV-DO and 10 operators that have deployed EV-DO RevisionA.

In addition, more than 140 operators have launchedhigh-speed HSDPA networks and 19 operators have deployed HSUPA.  CDMA2000 and EV-DO are the proving to be thebest performing and lowest cost technologies for bridging the digital divide bybringing broadband to the developing world.

According to the CDG over 35 new CDMA2000 operators havelaunched in the last year with the majority of growth in the developing marketsof Africa, Middle East, and Central and Southeast Asia.  The dynamic success of new EV-DO deploymentsin the developing world is creating the impetus for the deployment of HSPA byGSM operators in those regions as well.

According to Wireless Intelligence, worldwide 3Gsubscribers, including CDMA2000 and WCDMA, grew to approximately 530 million asof September 2007, representing an increase of approximately 32% from theyear-ago quarter.

Subscribers and operators continue to benefit from acompetition in choice enabled by our business model.  For example, the GSA reported that there areover 400 commercial HSDPA devices from 80 suppliers on the market.  This compares to 84 commercial devices fromapproximately 20 suppliers just a year ago.

CDMA based handset shipments continue to grow faster thantotal worldwide handset shipments as reported by Strategy Analytics.  CDMA based handset shipments represented anestimated 32% of total worldwide shipments in fiscal 2007, up from 28% of totalworldwide shipments in fiscal 2006.

We continue to see positive wireless data trends around theworld as subscribers take advantage of new applications and services enabled bythe higher data speeds of 3G networks and the extensive availability ofadvanced wireless devices at competitive prices.

In the United Stateseach of the leading carriers reported significant year-over-year data averagerevenue per user growth in their recent earnings announcements.  Verizon's data ARPU grew 43% year-over-yearand noted that data applications are generating significant growth.  AT&T's data ARPU grew 48% year-over-yearand wireless data represented more than 18% of service revenues during thequarter.

In addition, AT&T commented that the data ARPU for 3Gsubscribers is almost double that of the average 2G post-paid customer.  Sprint's data ARPU grew 29% year-over-year andthe CDMA data ARPU was $13 per subscriber.

I was just in Australiawhere Telstra reported a 93.5% increase in non-SMS data revenue, which nowexceeds the revenue generated by their SMS service and this ARPU increase isdriven by their 3G subscribers.  With thewidespread deployment of EV-DO and HSDPA, wireless consumers now can havebroadband access to the internet and to compelling rich new media services andthey're not tied to a wire or stuck in a so-called hot spot.

In Europe, according to our licenseereports for the period ending June 2007, we estimate WCDMA handset shipmentsincreased 42% year-over-year as 3G continues to takes share from GSM.  For example, 3G devices make up 50% of TelecomItalia's handset portfolio including 26 HSDPA devices and Vodafone recentlyannounced that their Christmas handset lineup included 13 HSDPA devices.

Vodafone's data revenue growth increased 43% year-over-yeardriven by Vodafone live and laptop connectivity.  H3G reported a 20% year-over-year growth indata revenue and Tim achieved 16% year-over-year growth.  In many European markets adoption of data onlydevices, such as HSDPA Dongle has accelerated driven by flat rate data pricingand attractive device price points.

In Japan,where 3G CDMA subscribers have grown to approximately 79% of subscribers, bothKDDI and DoCoMo report that data ARPU represents more than 30% of total ARPU.  CDMA based technologies continue to drive ahigh level of competition in the Korean marketplace.  LG Telecom launched their EV-DO Rev. A servicein September and WCDMA subscribers have nearly doubled over the past threemonths to over $3 million.

WiBro continues to be a commercial failure.  As I've said before, the current generation ofWiMAX lacks true mobility, no effective support for real time services and haspoor spectral efficiency.  It will sufferin the face of competition from 3G CDMA and with our Gobi initiative we willdrive the 3G wireless internet very hard.

In India,CDMA shipments in fiscal 2007 increased approximately 26% from fiscal 2006 andthe 55 million CDMA subscribers account for 26% of the wireless market.  Since, January 45 new CDMA2000 handsets wereintroduced into the market.  CDMAcontinues to evolve in India and we anticipate the first EV-DO and networklaunch by the end of this year.

In closing, I'm very proud of the record results we've deliveredto our shareholders in fiscal 2007.  Wewill continue to make significant investments in research and development asour employees and partners continue to bring the most innovative, high-qualityproducts to the marketplace.

Our product and intellectual property portfolios are wellpositioned for the continued growth in 3G convergence and next generationtechnologies.

That concludes my comments.  I will now turn the call over to Steve Altman.

Steve Altman

Thank you, Paul, and good afternoon, everyone.  I look forward to seeing many of you next weekin New York.  As Paul highlighted, therecontinues to be substantial growth and many exciting developments throughoutthe industry enabled by our technology, innovation, and partners.

Despite our contributions and major investments to helpexpand our industry, we continue to defend our business and extensiveintellectual property portfolio from those members of Project Stockholm whowish to alter our business model and pay substantially less for the use of ourtechnology than the rest of the industry, in a transparent attempt to improvetheir profit margin.

While we remain firmly convinced that the validity andstrength of our positions and believe that we will ultimately prevail, werecognize that the litigation and regulatory proceedings that we are involvedin are numerous and complex.  We arebeing attacked on many fronts by the Project Stockholm members and a negativeoutcome resulting from any of these attacks could materially impact ourbusiness.

Throughout the past year, we have attempted unsuccessfullyto resolve our disputes with both Broadcom and Nokia.  To meet our needs any settlement must reflectthe industry recognized value of our intellectual property and permit all ofour businesses, including QCT and QTL, to continue to thrive and contribute tothe technological advancement and growth of the industry.

We remain steadfast in our belief that unless and until wecan achieve a satisfactory settlement we will vigorously defend ourselves againstthese attacks and take action necessary to ensure that QCT remains wellpositioned to grow its business and that QTL receives fair value for licensingthe company's intellectual property.

Let me take some time to update you on the status of some ofour legal proceedings.  I expect to gointo more detail in this area at the upcoming analyst conference. Although, wepreviously suffered a number of setbacks in litigation with Broadcom, we havetaken steps to correct these negative results and I'm pleased with the recentprogress we have made in a number of areas.

The Court of Appeals for the Federal Circuit granted a stayto each of those OEM and carrier customers who have made requests for stay,allowing our customers to continue to introduce and import into the U.S.innovative and new products using our chips.

In so doing, the Appellate Court noted as a basis forgranting the stay that there is a significant question of law as to whether theITC has the statutory authority to impose a downstream remedy against OEM andcarrier customers who are not named by Broadcom in the action.  From the outset of this litigation we haveasserted the impropriety of the downstream remedy sought by Broadcom and arepleased that the Court recognized this fact.

With respect to the Californiapatent infringement case in Santa Ana,where a jury found that we willfully infringed claims of three of Broadcom'spatents, the Court has issued a tentative ruling vacating the willfulnessverdict based on the Seagate case, which substantially changed the law inproving willful infringement.

The Court also tentatively vacated its enhanced damagesaward, exceptional case finding and attorneys' fees award as well as theunderlying verdict for inducement of infringements.  In its tentative ruling, the Court indicatedthat it will provide Broadcom with the option of accepting a new trial on allmatters in lieu of accepting the reduced verdict.

The Court is still considering its final ruling in light ofadditional argument and briefing.  Weanticipate a final ruling in the near future.  This past April, Broadcom commenced litigationin the California Superior Court alleging our conduct in industry standardsorganizations violated California law.

We are pleased that the judge granted our motion to staythis case in light of the pending federal case in New Jersey.  We donot expect that the New Jersey case filed by Broadcom is likely to reach trialuntil at least 2009.

As I mentioned, we have tried numerous times to resolve ourdispute with Broadcom.  Although wecannot get into the details of confidential settlement discussions between us,we can tell you that while Broadcom attacks the royalty rates that we havecharged for licensing our entire patent portfolio as being excessive, Broadcomhas demanded that we pay them a flat $6 per chip in exchange for licensing asingle Broadcom patent.

Let me now turn to Nokia.  Although we continue to have settlementdiscussions with Nokia, I unfortunately have nothing new to report to you interms of progress in these discussions.  Therehave been, however, several encouraging developments in our legal battle withNokia over the past year.

In August, Nokia filed an ITC action against certain chipsand products sold by us.  Last month theadministrative law judge in the ITC granted our motion to dismiss Nokia'sactions and terminate the investigation in light of the pending 3G contractarbitration.

In Nokia's case in Germanyalleging patent exhaustion, the Mannheim Courtdismissed Nokia's claim as inadmissible.  In addition, we prevailed in the Nokia GSMarbitration filed in 2005 by Nokia where Nokia asserted that we could not bringGSM, GPRS and Edge patent actions against them as a result of our CDMA, WCDMAsubscriber unit license agreement.

The arbitrator ruled in our favor and our GSM actions areproceeding against Nokia.  There areseveral key dates regarding our actions with Nokia coming up in the nearfuture.  The ruling in Nokia's patentexhaustion case in the Netherlands, a similar case to the German case, has beenpostponed and we anticipate a ruling in the coming weeks.  We believe these claims of patent exhaustionare without merit.

Our patent infringement claims against Nokia's GSM basedproducts in the U.K.is still on schedule to begin in November.  In addition, we have similar claims againstNokia GSM products in Germany, France, Italy, and China that we expect to beheard in the coming year.

In our ITC case against Nokia, the evidentiary hearing hasbeen completed and we believe we presented a strong case.  We now expect the administrative law judge'sinitial decision in mid-December with the commission's review and finaldecision expected to be completed in April 2008.

During the past quarter, we continued to expand our broadlicensing program as we’ve announced five new license agreements.  We added another OFDMA chip license and todate we have six OFDMA licenses.  Withover 145 total licensees including 80 WCDMA and TD-SCDMA licensees, ourportfolio is the most licensed portfolio in the industry and continues topromote innovation and competition that benefits consumers and the industryworldwide.

We continue to invest aggressively in R&D to drive theexpansion of 3G as well as next generation technologies.  Our comprehensive license agreements provideour partners the ability to development 3G products as well as multimode 3Gproducts, such as 3G MediaFLO devices or a 3G OFDMA product with no increase inour royalty rate.

The competitive advantage enabled by our unique businessmodel provides our partners with the technology leadership to meet the broadneeds of the wireless marketplace today and in the future.

I'll now turn the call over to Sanjay Jha.

Sanjay Jha

Thank you, Steve. QCT had an excellent quarter and an excellentyear and I'd like to discuss the highlights.  QCT generated revenue of over $1.4 billion dollarsthis past quarter.  This was our sixthconsecutive quarter of record revenue and represents growth of 24% compared tothe year-ago quarter.

Our fiscal 2007 annual revenue of approximately $5.3 billiondollars represents growth of 22% over fiscal 2006.  We shipped approximately 68 million chipsets,which represents our ninth consecutive record quarter.  For total fiscal 2007, we deliveredapproximately 253 million chipsets, which is a growth of 22% from fiscal 2006.

Earlier this year we celebrated our cumulative one billionthbaseband and 3 billionth basic chip shipped and the growth curve continues toaccelerate.  QCT generated strongearnings, as our earnings before tax were $424 million, or 30% of revenue forfiscal fourth quarter.

QCT profit for fiscal 2007 of more than $1.5 billion was 19%greater than the previous year.  QCT'sCDMA2000 product continues to achieve success across all market segment. OurCDMA2001 1X chipsets are bringing wireless connectivity to many developingmarkets around the world.

Shipments of higher end EV-DO chipsets increased 45% fromfiscal 2006 to fiscal 2007 due to strong consumer demand for higher speed dataservices, especially in markets such as North America, Japan, and Korea.

In the fiscal fourth quarter QCT continued to see stronggrowth in UMTS with a three times increase in shipments compared to the fiscalfourth quarter, fourth quarter of fiscal 2006.  In contrast, during this same period our dataindicates that UMTS market as a whole grew at a rate of two times reflecting anincrease in market share over the past year.

We anticipate UMTS will continue to do very well for us aswe push forward in both the high end HSPA, and HSPA plus products and the newsingle-chip solution for wideband CDMA and HSPPA.  Our convergence platform dual core chipsetsare now experiencing strong market traction with more than 30 commercialdevices and 75 additional models and designs, based on our 7000 serieschipsets.

We look forward to helping grow the overall smart phonemarket with our next generation dual core solution.  The MSM 7525, and MSM 7225 was sampled thispast quarter, will expand smart phones beyond enterprise customers intomass-market segments.  Our single-chipQSC products for entry-level segments are enjoying wide market adoption.

As the first handsets based on first and second generationQST solutions launched in markets such as Chinaand India, weare seeing the handset price differences between CDMA and GSM become less oreven disappear completely.  With theexpansion of our QSE products to now include EV-DO and EV-DO Revision A andHSPPA, this family of products will be targeted at mass-market devices and willincrease our addressable market.

QCT's segmented road map with tailored solutions for everymarket tier is giving us a significant advantage and helping us deliver theright product mix to the industry.  Evenas we reach emerging markets with our QST solutions, the demand for our higherend markets is also growing due to the increasing use of wireless data thatPaul talked about in his conversation.

Our platform approach and comprehensive market coverage hashelped our ASP’s remain consistent from fiscal 2006 to fiscal 2007.  QCT's software strategy has always been tomeet the needs of our customers and support any application platforms that arein demand by our customers and the industry.  Recently, Google announced the Open HandsetAlliance of which we are a founding member.

As part of the OHA, Qualcomm is committing R&D effortsto towards optimizing the performance of the OHA platform named Android, on ourchipsets.  This is another platform,which we will support for our customers similar to our ongoing effort withWindows Mobile and various versions of Linux.  We also have several other promising productlines that extend us into new market segments.

QCT is making strong progress with Snapdragon platform, anew family of chipsets for product segments beyond traditional wirelesshandsets.  We sampled the first twoproducts from that platform in September to numerous customers.  Both of these products offer a 1-gigahertz CPUcore for sixth generation BSP core and industry-leading low power performancethat will change the landscape of consumer electronics.

With the first devices expected to be commercially availablein the second half of 2008, the Snapdragon platform will be a crucial part ofour product portfolio for many years to come.  The Snapdragon platform is just one area whereQCT is expanding its reach and pursuing new growth opportunities.

We're also making strong inroads into notebook PC marketwith our embedded wide area wireless solution where we partnering with datacards and modular manufacturers.  Todayover 180 laptop models feature either our EV-DO or HSPA solution.  We introduced our new Gobi solution, whichoffers multimode HSPA and EV-DO Revision A in one device as well as GPS, totake embedded connectivity for notebooks to the next level.

Gobi's available today and weanticipate the first commercial notebooks with Gobisolution to be available in early part of second quarter next year.  Our ability to lead the fabless industry in processtechnology advancements remain strong and even as the first handset based onour 65-nanometer chipsets began launching around the world we recently tapedout our first chips in 45-nanometer process technology.

Smaller process geometries deliver numerous benefits to boththe industry and to the end users and our very close foundry relationships havegiven us a significant advantage in this area.  As we look forward to the early part of fiscal2008, our demand continues to accelerate significantly across multiple producttiers.

Upside beyond our guidance of 74 million to 78 million chipsetshipment in fiscal first quarter 2008 is limited by the availability of certaintrailing edge technology silicon capacity, which impacts our ability to shipcertain products.  We expect to be ableto increase our shipment in fiscal second quarter as we improve the supplysituation and given our current view of the full demand.

We expect to be able to meet market requirements by fiscalthird quarter of 2008.  Finally, iSuppli recentlyannounced that Qualcomm remains the top supplier of wireless semiconductor forthe second quarter of 2007.  This pastyear we have retained a significant technology and market lead that offers ourcustomers a strong competitive advantage.  We're also expanding into other marketsegments where our wireless expertise can bring new value to mobile products.  We look forward to another very strong year.

Thank you.  And I'llnow turn this call over to Bill Keitel for an overview of our financialresults.

Bill Keitel

Thank you Sanjay and good afternoon everyone.  We're very pleased to report another year ofrecord revenues, earnings per share, and operating cash flow driven by oursuccessful R&D investments and the continued acceleration of 3G adoptions aroundthe world.

GAAP earnings for fiscal 2007 grew 35% year-over-year to arecord $1.95 per share and revenues increased 18% to a record $8.87 billion.  We recorded net tax benefits related to prioryears of $331 million, or $0.20 per share, as a result of the conclusion ofrecent tax audits.

Pro forma earnings for fiscal 2007 grew 23% to a record$2.01 per share and pro forma net income grew 21% to $3.41 billion.  As you'll recall, pro forma earnings excludeshare-based compensation, our QSI segment, acquired in process R&D andbenefits from tax audits related to prior years.

Our business continues to generate strong cash flows.  Operating cash flow for fiscal 2007 was $3.81billion, up 17% year-over-year and a healthy 43% of revenue.  During the fiscal year we returnedapproximately $2.34 billion of capital to our shareholders.  This includes cash dividends paid of $862million and 37 million shares repurchased for $1.48 billion.

In addition, from October 1st through November 7th, werepurchased and retired an additional 13 million shares for approximately $525million dollars.  With this recent sharerepurchase activity our remaining repurchase authority is now $940 milliondollars.

QCT shipped a record 253 million MSMs in fiscal 2007 andrecorded an impressive 29% operating margin as volume ramped, particularly inEV-DO and WCDMA MSM’s. QTL's operating margin was 84% for fiscal 2007 and 83%for the fiscal fourth quarter and this decrease was attributable to notrecognizing Nokia royalties for most of the quarter.

Pro forma R&D increased 24% year-over-year, as wecontinued to invest in integrated circuit products, next generation CDMA andOFDMA technologies and other new initiatives that compliment advanced 3Gnetworks.

As a result of licensee audits, we determined during thefourth quarter that our estimate of total handset shipments and average sellingprices needed to be slightly adjusted for 2006 and 2007.  These adjustments have no revenue impact.

A quarterly summary of these changes is available on ourInvestor Relations Web site.  Our priorguidance for June quarter shipments was 92 million units compared to theestimated 89 million units, we reported today.

If not for the information learned from licensee auditsduring the quarter, the reported shipments for June would have been consistentwith our prior 92 million unit guidance.  In other words, we have confidence in ourforecasting methodology, but we'll true up the forecast based upon information,which may become available to us through licensee audits.

June quarter estimated handset shipments increasedsequentially driven primarily by WCDMA growth.  The estimated average selling price of CDMAbased handsets was $218 for the June quarter and $214 for the fiscal year.

For the calendar 2007 CDMA market, we now expectapproximately 385 million to 395 million CDMA based handsets to be shipped,including approximately 182 million WCDMA handsets.

Based on the 390 million midpoint of our estimate, worldwideCDMA handset shipments for calendar 2007 are anticipated to grow approximately31% year-over-year.  Our new estimate forcalendar 2007 shipments is an increase of 2 million units over our priorestimate and incorporates the unit restatement previously mentioned.

I'll now highlight our guidance for fiscal 2008.  We've excluded from our guidance estimated$0.25 to $0.30 earnings per share; we expect Nokia will owe us for fiscal 2008. We've also excluded potential upsidefrom 3G licenses in China.

Finally, as you'll recall, litigation expenses in fiscal2007 were disclosed to be more than $200 million dollars in defense of ourbusiness model.  Although, we expectlitigation expenses to decrease modestly in fiscal 2008, we have assumed ourtotal business defense costs to increase approximately $0.04 per share.

This includes legal expenses as well as costs that we mayagree to incur to support our partners and minimize any disruption that theymay incur as a result of the litigation.

We estimate the calendar 2008 CDMA phone market, willincrease approximately 26% to 34% over 2007, with shipments of approximately492 million to 522 million units.  Basedon the 507 million midpoint of our 2008 estimate, we anticipate shipments ofapproximately 223 million CDMA2000 units and approximately 284 million WCDMAunits.

Based on the current business outlook, we anticipate fiscal2008 revenues to be in the range of approximately $9.5 to $9.9 billion dollars,an increase of 7% to 12% over fiscal 2007.  And we anticipate pro formula diluted earningsper share to be in the range of $2.03 to $2.09.

For comparison purposes, if we were to include our estimatefor Nokia's royalty obligation in both Q4 fiscal '07, and fiscal 2008, proforma earnings per share estimates for fiscal 2008 would be $2.28 to $2.39 ashare, up 11% to 16% over fiscal 2007.

We estimate that pro formula gross margin will decrease infiscal 2008 to approximately 69%, driven by a higher mix of QCT revenuesrelative to QTL revenues.

We estimate average selling prices for CDMA2000 and WCDMAphones combined to decrease approximately 7% in fiscal 2008 to approximately$199, driven by expected aggressive pricing in Europe to introduce phone modelsfor the prepay market and a mix shift in CDMA2000 higher growth Asia-Pacificmarkets.

We anticipate pro forma R&D and SG&A expenses intotal to increase approximately 12% with the majority of this growth occurringin R&D.

Fiscal year 2008, we plan to increase our investment in theservices business of the QWI segment.  Wesee a number of key areas where Qualcomm can build new revenue opportunitiesincluding mobile commerce and further extensions of the BREW platform.

We anticipate our pro forma tax rate in fiscal 2008 to beapproximately 21%.  We estimate our GAAPdiluted earnings per share will be approximately $1.68 to $1.74 for fiscal2008.

This includes an estimated loss of approximately $0.14 pershare attributable to QSI as well as approximately $0.21 per share attributableto estimated share-based compensation.

Turning to the first quarter of 2008, we estimate revenueswill be in the range of approximately $2.3 to $2.4 billion dollars, an increaseof 14% to 19% year-over-year.  Weestimate first quarter pro forma diluted earnings per share to be in the rangeof approximately $0.50 to $0.52, an increase of 16% to 21% year-over-year.

This estimate includes the shipments of approximately 74 to78 million MSM phone chips, during the December quarter, and 95 to 98 million CDMAbased handsets shipped in the September quarter at an average selling price ofapproximately $212.

We believe channel inventory levels continue at the upperbands of the historical 15 to 20-week band, as we've observed for the last fewquarters.  We expect a normal seasonaltrend in the December quarter, as we enter the busy holiday selling season.

As you know, beginning in the fourth quarter of 2007 andcontinuing, until an arbitrator or a court awards damages or the disputes areotherwise resolved by agreement, we are not recognizing royalties due fromNokia.

Therefore, our implied royalty rate will be lower comparedto prior periods, as our reported handset units do contain estimates for unitshipments by Nokia.  We expect totalcompany pro forma R&D and SG&A expenses combined to increasesequentially approximately 13% in the first fiscal quarter.

Qualcomm Investor Relations website includes an extensiveslide presentation on the many data points included in this conference call.  We look forward to sharing with you additionaldata points regarding our fiscal 2008 guidance and plans including regionalhandset shipment estimates at our New York analyst meeting on November 14th.

The analyst meeting will be webcast for those of you unableto attend.  That concludes our remarks.  I'll now hand the call back to John Gilbert.

John Gilbert

Thank you, Bill.  Beforewe go to our question-and-answer session, I would like to remind ourparticipants that our goal is to address as many questions as possible beforewe run out of time on the call.

Operator, we are now ready for questions.

Question-and-AnswerSession

Operator

(Operator Instructions)  James Faucette from Pacific Crest, please goahead with your question.

James Faucette - PacificCrest Securities

Thank you.  I wantedto ask a question, two questions.  Firstof all, just a catch-up that wasn't mentioned in this quarterly report aboutSony Ericsson.  In a previous quarter youhad excluded them because of ongoing audits of their reports and the like.

Can you just give us an update as to where Sony Ericsson isand in terms of the audit process?

Bill Keitel

James, its Bill, on the catch-up, you're correct a quarterago we did not receive a report from Sony Ericsson.  We did get two payments from them, so theycaught up for one quarter and paid an amount for the fourth quarter.

But having said that, those payments we think aresubstantially below what the license agreement requires, so the arbitration isproceeding and, Steve, do you want to comment?

Steve Altman

We expect a decision from the arbitrators shortly.

James Faucette -Pacific Crest Securities

And so, as far as your forward guidance into fiscal year2008, I guess, have you included Sony Ericsson at what you believe to be thecorrect royalty rate going forward?

Bill Keitel

For the full fiscal year, I've included a, what I think,what we interpret to be a correct royalty rate as well as a catch-up.

James Faucette -Pacific Crest Securities

That's great.  Thankyou.

Operator

Avi Silver from Bear Stearns, please go ahead with yourquestion.

Avi Silver - BearStearns

Yes, hi.  So when Ilook at the midpoint of your earnings guidance for the next quarter and thefull-year it basically implies if you just flat line those numbers for thethree quarters after fiscal Q1, it basically implies zero growth in earnings asthe year progresses.

And I'm just wondering if you have any commentary on that?  But also last year when you gave earningsguidance initially it implied about 5%, year-on-year earnings growth and, Iguess, the comment that management had given me at the time were not a 5%earnings growth company, but that will grow in the out years.  How should we think about that going forward?

Bill Keitel

Avi, Bill Keitel here.  I'm planning to get a little more expansive onthe profile year.  I'm not going to getinto a lot of comments here on this call.  But I think one of the keys, Avi, is we arelooking to continue to invest in R&D.

We've got, this is still a very exciting market, and there area lot of opportunities in innovations that we've got planned in front of us on. That's number one.

Number two, I did point out that our guidance includes anincrease in what we are planning to spend or being prepared to spend in defenseof our business model.  We do have anincrease there.

And then, lastly, do recall if Nokia were included, for whatwe think they lost for fiscal 2008, you'd have strong double-digit growthnumbers.  Having said that, last coupleyears we've given guidance and then proved we executed well and exceeded that.

But, again, this isn't, as always, we try and give you anhonest assessment of what we see ahead.  Butat the same time then we try and get our whole employee base energized to dobetter than those plans and we'll see what we can do.

Avi Silver - BearStearns

Thank you.

Operator

Tal Liani from Merrill Lynch, please go ahead with yourquestion.

Tal Liani - MerrillLynch

Hi.  I have aquestion.  I'll just -- I don't knowwhether you can help me but I think most investors will benefit from it.  There is confusion about how to build themodel with and without Nokia and therefore your guidance appears to be weak,weaker than consensus, but then once you add back the $0.25 to $0.30 in Nokiait looks like you exceeded the consensus.

I'm wondering if at least we can get an understandingwhether this quarter numbers are actually reflective of the royalty rate goingforward, so if I calculate the implied royalty rate is about 3.1%, is this theright number.  If I work back, this isactually the one number that can determine the model.  So is this quarter kind of components ofP&L reflective of the next year when it comes to ex Nokia P&L?

And then just one comment you made on Nokia, it looks likeyou have some discussions, like a ray of hope.  So if you can elaborate more on where does itstand when it comes to the discussions?  Thanks.

Bill Keitel

So just on in terms of trying to correlate your model to ourguidance here, in the quarter that we just reported, if you recall, our licenseagreement there is an option period that started on April 9th or 10th, I forgetwhich exact date, but the 9th or the 10th, but anyway, there was a partialperiod for the quarter that Nokia did pay us royalties for.

So you're not getting a, what I would call a full quartereffect in the results we just reported for Nokia not reporting.  Having said that, I gave you I don't alwaysgive gross margin guidance here but I just gave you the midpoint of what we'reexpecting for next year, 69%.  So, Ithink I think that can help you triangulate pretty well.

The only other thing I would add to it, I mean, I got infront of me, I often follow what a lot of sell-side folks are projecting.  I don't necessarily have everybody's in frontof me here, but I took any number of your guys' models and I was at a 218average, which equaled the Street, and based on the several models I pulledanalysts were expecting the market to be about 20 million units greater thanwhat we just suggested.

ASP pretty close, but just our guidance just a not belowthat, then on the business model defense, I think I just gave a $0.04 pointthat I didn't see in anybody's model, operating expenses, pretty close.  What seemed to bid out was on the grossmargins, which is why I'm giving you that midpoint estimate of 69%.

The other difference basically in the tax rates, so I gaveyou my tax rate guidance there.  So,hopefully that's helpful.

Paul Jacobs

On the question about Nokia and whether there's a ray ofsunshine there, no, I would say that while we continue to speak with them on afairly regular basis, there really has been no progress we're pretty far aparton being able to resolve our differences.

Both sides continue to work it and will continue to do so,but I would not characterize it as a ray of sunshine at this point.

Operator

Tim Long from Banc of America, please go ahead with yourquestion.

Tim Long - Banc ofAmerica Securities

Thank you.  If I canjust drill down on the ASP’s a little bit, Bill, you mentioned may be a littlebelow what some of the analysts were thinking about.  Could you just give us a little more clarityabout how you think your visibility is into ASP’s, particularly out more thanone quarter?

And if you could also just talk about the impact of thisline on, with regards to Nokia, obviously, a much bigger player in the WCDMApiece with higher ASP’s.  Is there anycolor you can give us on ASP’s for the reported businesses?

Bill Keitel

Okay, Tim.  I mean, ifI look back at our track record of forecasting ASP’s, I thinkquarter-to-quarter we've done quite well.  Looking back, though, several years, wetypically do our forecast, I think as you're aware, using learning curves, andit's been a pretty good indicator, at least when CDMA2000 first started andinitially here with WCDMA.

The difficult part to forecast is all of these, the datademands and the extra features that operators and subscribers have been wantingin these phones, and hence looking back, I think we've been a little toonegative in terms of what we've been forecasting for ASP’s because I thinkevery year they've ended up being a little bit better than what we projected atthe outset of the year.

Again, having said that, that 199 figure is what I considerto be our best estimate.  We're lookingat a, that learning curve to continue on.  The unknown's going to be really the datafeatures and whether there's going to be a greater demand for that than whatwe're forecasting.

Obviously, the data ARPU operators are reporting areencouraging for that.  On the other hand,we're working aggressively to expand this market.  We want to see it expand, WCDMA expand intoprepay in Europe and there's still a lot of opportunity in the developing worldfor high growth in CDMA2000.  So that'skind of how I would assess it there.

Operator

Tim Luke.  Please goahead with your question.  One moment, letme check and make sure that that line is open.  Please hold.  And that line is open.  Please go ahead with your question, sir.  If your question has been withdrawn, I'll moveon to the next question.  Mike Walkleyfrom Piper Jaffray, please go ahead with your question.

Mike Walkley - PiperJaffray

Hi.  Thank you.  I was wondering if we could also dig in alittle bit to ASP’s outlook for the chipset side.  Sounds like you had a flattish year-over-yearbut now that you've had a good mix of EV-DO and WCDMA should we expect kind ofnormal declines?

And also for Sanjay, I was wondering if you could justmention on the WCDMA side if you've seen any change in the competitiveenvironment over the last quarter?

Sanjay Jha

Mike, this is Sanjay.  We've seen acceleration in demand for our UMTSproducts, so we're very pleased with that.  I think a lot of that is being driven, as Billwas saying, with the ASP of handsets coming down and lot of carriers actuallyare going to ship more than 50% of the shipments in Europe, are going to be 3G,so we see an acceleration in 3G certainly.  In terms of competitive environment, I haven'tseen a significant change in the competitive environment over the last quarter.

Mike Walkley - PiperJaffray

Great, and maybe just while you're talking on that, in termsof you talked about some shortages on other silicon areas.  Can you give us an idea of what kind, is it 5%more you could do this quarter if there weren't the shortages?

Sanjay Jha

We've, the only guidance I think we can provide you, Mike,is what our forecast is we cannot characterize the demand any more granularlythan that.  I do think that where we hadmore demand we could ship more.  I won'tcharacterize how much more beyond that.  Wedo think that we will improve our supply situation next quarter and ship morenext quarter.

Operator

Ehud Gelblum from JPMorgan, please go ahead with yourquestion.

Ehud Gelblum -JPMorgan

Hi.  Thank you verymuch, Bill, just a clarification and then a broader question.  You made a statement about your guidanceincluding some payments you might be making to partners to help them with theirlegal patterns and struggles.

I'm wondering if that would include that you're including inthe guidance payments perhaps to companies like Verizon in the agreement thatthey have with Broadcom which I believe is $40 million a quarter so they may bepaying somewhat in the vicinity of $160 million.  Is that included in your guidance and perhapsone of the reasons that the EPS is lower than most people are expecting?

And then my other question is to dig a little bit deeperinto the restatements that you've done over the last, it looks like the lastseven quarters beginning with March of '06.  Correct me if I'm wrong, but I was looking atthe material you have on the website and just wondering if you can go into a littlemore detail as to how, it sounds like the revenue did not change.

We'd understand that the volume that you reported and theASP’s that you reported, in fact ended up being higher than they were so thattherefore the actual royalty rates that you were receiving on during thosequarters from March of '06 was actually higher than we thought yes, was actuallyhigher than we thought and the volumes were lower, if you can just go into alittle more detail.

I thought people report to you what they do so how can theyhave not reported the right number and just understanding that a little bitmore.  Thank you.

Bill Keitel

Ehud, on your question on the payments, and you said is thatpotentially a difference in between our guidance here and what maybe one elementof what people are expecting.  I thinkthat is the case.  I think I just saidthat when I looked at several models, it was a clear difference.  So I do think there's about a $0.04 differencein our estimates here.

We're not getting into who we provided that contingency for. It's a contingency for the fiscal year,and, but obviously Verizon is a key partner.  We consider them a key partner.  So that's one potential.  In terms of the restatements, we did give adetail going back two fiscal years based on the information we got out of anaudit, and as I said, it did not affect revenue.

It was only the detail that became available from thelicensee in terms of units, and then a modest, it was a slight adjustment goingback two fiscal years and then a slight adjustment to the ASP.  So, you know, sometimes those things come upin an audit, and we get the numbers straightened out.  And once in a while it's something that weprovide a true up to you guys with.  Sothat's what we're doing here.

Operator

Tim Luke from Lehman Brothers, please go ahead with yourquestion.

Tim Luke - LehmanBrothers

Thank you.  Can youhear me, Bill?  Can you hear me, Bill?

Bill Keitel

Yes, Tim, go ahead.

Tim Luke - LehmanBrothers

Thank you.  Just withrespect to the part of payment then so you think its $0.04 for the whole year,just as clarification?

Bill Keitel

To be clear, I think you're aware that last year wedisclosed our litigation expenses, we stated were more than $200 milliondollars.  And I'm disclosing extrainformation here for everybody today, saying that for fiscal 2008 we expectlitigation expenses to continue to be more than $200 million dollars, albeit amodest decrease from fiscal 2007.

But, if you take the totality of expenses that I would putin the bucket of defending our business model, legal expenses, being one majorone, and we're now adding this potential for support of our customers, thecombination…

Tim Luke - LehmanBrothers

That's in the guidance, then?  It is in the three to nine?

Bill Keitel

In the combination of all of that year-over-year is anincrease of approximately $0.04.

Tim Luke - LehmanBrothers

Just with respect to Nokia I mean.

Bill Keitel

And just with respect, I'm sorry?  Did you say just with respect to Nokia, Tim?

Operator

One moment sir, let's check to see if that line's stillopen.  Hold on.  Our next question is from the line of MikeOunjian with Credit Suisse.

Mike Ounjian - CreditSuisse

Great, thanks.  Sanjay,could you give us some thoughts in terms of what's sort of baked into theguidance for the next year in terms of your UMTS market share?  And give us an update, as well, on to whereyou are with single-chip UMTS product.

Obviously, one or a few of the competitors are out theremaking some aggressive claims as to where they are on a relative basis.  So I'd appreciate any updates you can give onthat and sort of where you think that fits in, in the competitive landscape.

Sanjay Jha

Mike, we are proceeding very, very well with the developmentof our single-chip solution.  We'reengaged with some of our key customers, and we remain on track, I believe, todeliver handsets in the marketplace based on single-chip solution in the secondhalf of next year.

So we're very proud of what's going on there, the partconsumption on the integration, the cost point that I think we can enable.  That is one of the reasons why we believe themigration from 2G to 3G will accelerate next year.  So I think we remain very well positionedthere.

As I noted in my script, I think we lead the industry todayin being able to deliver 45-nanometer devices and I think that delivers to uscost structure as well as VAR consumption benefits, which will furtherstrengthen our competitive position.

In terms of our market share I've never guided you to anumber there, but we continue to see very strong demand for our chipsets inUMTS and for our 7000 series chipsets.  SoI remain hopeful that that will continue to drive our earnings.

Steve Altman

Paul, one other area that people don't tend to focus on isthat we're seeing very strong demand on the UMTS side in particular for USBdata modems and data cards and it's one of the things that's really driving ushard towards this Gobi initiative that Sanjay mentioned earlier.

Operator

Brant Thompson from Goldman Sachs, please go ahead with yourquestion.

Brant Thompson -Goldman Sachs

I guess two things.  Thelast couple of quarters you've put up some very strong operating margins inyour chip business.  If you could justtalk a little bit about some of the investments that you're making there andhow should we think about that going forward.

And then second just a follow-up on the competitivelandscape in the chip business, we've seen a number of announcements at Motorolaabout their chip strategy, becoming much broader, I guess, with the number ofsuppliers that we would have expected they would work with over time, samething with Nokia.

So clearly, there's a lot of capital going into a number ofthese competitors.

Could you just talk about how you're addressing those riskslonger-term?  And I know you haven'tgiven a number on market share, but I'm, is it correct to assume that youexpect your market share to continue to increase into this next year for 3Gchips?  Thanks.

Sanjay Jha

Just talking about margins, you're right to say that 2007was very strong margin year for us.  Weanticipate a modest decrease in our margin going forward.  And in term of places where we're makinginvestments, really, I think we've led in HSCPA developments fairlysignificantly.

We're investing heavily in HSPA Plus developments.  We think we will be, again, the first tosample an HSPA Plus device in the industry, which will enable data rates up to28-megabits per second.  We're alsoinvesting heavily in third party operating systems.

We're investing in our Snapdragon platform and hoping toexpand our reach beyond just handset devices.  We're also investing in peripheral wirelesstechnologies because we believe that integration of those technologies willstrengthen our wireless platform.  Sothose are the places we're investing in.

In terms of the competitive environment, I think that we'veheard a lot of announcements from a lot of folks on what may or may not occurover a period of time.  I think from myperspective the jury is still out as to how that will transpire in the realmarketplaces.

And we remain very, very competitive in the marketplace.  It's a very competitive marketplace.  I believe we have 20 competitors here, but wehave, because on the basis of our leadership technology leadership, our costleadership, I think we remain very competitive.

Operator

Maynard Um from UBS, please go ahead with your question.

Maynard Um - UBS

Hi.  Thanks.  On your QWI business, just looking at that wasstronger in the quarter.  Is thatsomething seasonal?  Should we expectthat on a go-forward basis or is this just a massive ramp that we're startingto see in your BREW business?

And then if I could just, on the WCDMA unit side you'reobviously expecting strong growth there.  What's driving that and should we expect tosee the quarterly run rate of WCDMA units to exceed those of CDMA units thiscalendar year?  Thanks.

Bill Keitel

Maynard, on QWI, in the fourth quarter we did very well,particularly in our QChat business.  Looking into the 2008, we're expecting ourearnings in QWI to decrease year-over-year.

In the context of total Qualcomm I wouldn't call itsignificant but in the context of QWI, fairly significant.

And it's to this point that we mention that we see some goodinvestment opportunities there to expand the BREW business opportunities and aswell some mobile commerce opportunities we see.

Sanjay Jha

And so that was your first question.  In terms of our shipment in UMTS and therelationship of the volume shipment of UMTS and CDMA2000 shipments, I thinkthat while we're seeing pretty good growth, very good growth, in fact, in UMTSshipment, we're equally seeing very good growth in the low end CDMA2000 shipmentand its actually my anticipation that we will not outstrip UMTS shipment inthis fiscal year.

In fiscal 2008 CDMA2000 shipments will continue to begreater than UMTS shipment.  Butcertainly, I think that there is a very good trend there in terms of increasedUMTS shipment.

Operator

Ed Snyder from Charter Equity Research, please go ahead withyour question.

Ed Snyder - CharterEquity Research

Thank you very much.  Tothat very point, Sanjay, we saw a big increase in LG shipments of low-end CDMAphones and we're seeing a trend towards the lot of OEMs, including Samsung totry and push into that market.

And I know you're well positioned from a chip point of viewhere, but the blend of phone ASP’s is clearly going to be dropping in the low-endCDMA, we see in dropping in wideband CDMA, as you pointed out in Europe ascarriers try to their get costs or subsidies out of the market.

Do you expect this trend I mean we're starting to see itthis year.  Is it going to accelerate in'08 and what does that do to your royalty stream?  Your rates stay the same but the calculationon royalties, are you going to see a commensurate increase in unit volumes tooffset that, I mean, what's your feeling per se end of fiscal year '08 maybeinto '09?

Sanjay Jha

I think you're right to characterize the trends there, but Ithink one thing that's important is that the data features are becoming very,very important.  And Paul talked aboutthe Hutchison phone launch, which includes significant number of internetcapabilities in the low end and we're beginning to see that, and as a result ofthat, in fact, we see broad-based acceleration of data usage at carriers.

So actually what is interesting is that I think thesefeatures will, in my opinion, keep, and create a new tier of devices whichkeeps the ASP from being, from going down as much as the low end of trend wouldseem to indicate.  I think that there's abalance between the data features and the low-end handset costs and myexpectation in 2007 had been that that would impact our ASP.

As you know, that our ASP remains roughly flat in chipsetside and I think Bill could comment a little bit on the handset side.  But that's a trend, which is likely to bepositive for us.

Bill Keitel

And the handsets had been pretty much the same.  We've been, last several years just surprisedon the upside with the amount of data features that carriers and subscriberswant in the handsets.

At this point our best outlook is for about a 7% declineyear-over-year in the average ASP’s, but we'll have to see how that goes interms of the growth of the voice-only, the voice-centric developing worldversus the, the more feature-rich developed world, and, again, those data ARPUnumbers that are coming out here recently are encouraging for the morefeature-rich handsets.

Operator

And ladies and gentlemen, we've reached the end of theallotted times for questions and answers.  Dr. Jacobs, do you have any closing comments?

Paul Jacobs

Thanks, everybody, for joining us.  I think we showed very strong growth lastyear, I'm very proud of the execution that we were able to do.  And as the stock price hasn't necessarilyreflected that performance, we've really taken that as an ability to repurchaseour shares at attractive prices.

I'm happy with the new products that we've been introducing. Sanjay was explaining, we're certainlygaining traction, and I'm happy with the new partnerships that we've been ableto achieve in the entertainment industry, in the computing and the internetindustry, and throughout the world.  We'vealso been able to strengthen our legal team and I think the recent results arecertainly improved.

So as we look forward, there's lots of opportunity ahead ofus.  I think we'll continue to stayfocused and execute well and given all the convergence that's happening and theproducts and technologies we're bringing to market, the opportunities areextremely exciting.  So thanks very much,everyone.

Operator

This concludes the Qualcomm fourth quarter and fiscalyear-end conference call.  You may nowdisconnect.

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