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Qualcomm与中华人民共和国国家发展和改革委员会达成解决方案

- 发改委接受Qualcomm的整改方案 Qualcomm提高2015财年收入的中点和非通用会计制度EPS指导 -

2015年2月9日圣迭戈

Qualcomm products mentioned within this press release are offered by Qualcomm Technologies, Inc. and/or its subsidiaries.

201529日,美国圣迭戈——Qualcomm Incorporated(NASDAQ: QCOM)今天宣布已和中华人民共和国国家发展和改革委员会(“发改委”)就发改委对Qualcomm有关中国《反垄断法》(“《反垄断法》”)的调查达成解决方案。发改委已经发布了《行政处罚决定书》,认定Qualcomm违反了《反垄断法》。Qualcomm将不寻求任何进一步的法律程序进行抗辩。Qualcomm同意实施整改方案来修改Qualcomm在中国的某些商业行为以完全满足发改委的决定中的要求。尽管Qualcomm对调查的结果表示遗憾,但很高兴发改委已经审阅并批准了Qualcomm的整改方案。整改方案中关键条款如下:

  • Qualcomm对其现有的3G和4G必要中国专利的许可将和Qualcomm的其他专利的许可分开,并且Qualcomm将在协商过程中提供专利清单。如果作为该等要约的一部分Qualcomm向中国被许可人寻求反向许可,Qualcomm将和该被许可人进行诚意协商且对该等权利给予公正考虑。
  • 对于为在中国使用而销售的品牌设备的Qualcomm3G和4G必要中国专利的许可,Qualcomm将会对3G设备(包括3G/4G多模设备)收取5%的许可费,对包括3模LTE-TDD在内的4G设备如不实施CDMA或WCDMA则收取3.5%的许可费,在上述每种情况中许可费基数为设备净售价的65%。
  • Qualcomm将给其现有的被许可人从2015年1月1日开始为在中国使用而销售的品牌设备采取新的条款的机会。
  • Qualcomm的基带芯片销售将不会把芯片客户签署具有发改委认定的不合理的条款的许可协议或芯片客户不挑战其许可协议中的不合理条款作为条件。然而,这并不要求Qualcomm向任何非Qualcomm被许可人的实体销售芯片,且不适用于拒绝按照其专利许可协议的要求报告其被许可的设备销售量的芯片客户。

另外,发改委还对本公司处以60.88亿人民币(基于当前汇率约9.75亿美元)的罚款,Qualcomm将不对此进行抗辩,并将按发改委要求适时支付罚款。

Qualcomm公司总裁德里克·阿博利表示:“我们很高兴这次调查已经结束,并且相信我们的许可业务现在能够很好的参与到中国对我们的3G/4G技术迅速加快的推广过程中去。我们感谢发改委对Qualcomm技术的价值及重要性以及对中国的许多贡献的认可,并期待发改委在将来支持我们在中国的业务。”

Qualcomm公司CEO 史蒂夫·莫伦科夫表示:“过去多年,Qualcomm对中国移动和半导体产业的成功扮演了重要角色,我们期待通过加强在中国的投资、接触、和商业活动,使这一基础更加牢固。我们很高兴这一解决方案消除了我们在中国的业务上的不确定性,我们现在将把所有的精力和资源用在支持我们在中国的客户和合作伙伴上面来寻求许多未来的机会。”

Qualcomm为多年以来对中国移动和半导体产业界的增长和成功所作出的贡献深感自豪,且计划继续加强今后的投资和合作,包括与中国无线运营商,手机和其他设备提供商,以及在中国半导体行业的投资和合作。这些投资和支持的一些最近的例子包括:

  • 向中国移动运营商部署它们在中国的4G LTE 网络提供广泛的工程援助以及支持。
  • 和中国的手机制造商紧密合作来建设它们在中国国内和国外的业务以帮助他们力图成为智能手机领域内的全球顶尖品牌和领先的提供商。
  • 扩大Qualcomm与中国最大最先进的半导体代工企业之一中芯国际集成电路制造有限公司(“中芯国际”)的长期合作。该合作使得中芯国际实现了使用前沿领先的28纳米技术生产高性能低功耗的移动处理器的重要里程碑。
  • 成立了规模为1.5亿美元的专门用于中国的投资基金以促进移动和半导体技术的发展,其中包括利用这一基金对五家中国创新公司的初始投资。

Qualcomm也更新了对在2015年9月27日结束的财年的财务指导

Fiscal 2015 Guidance Update

The following estimates are based on our current business outlook:

  • Revenues: estimated to be $26.3 to $28.0 billion compared to our prior guidance range of $26.0 to $28.0 billion.
  • GAAP diluted earnings per share: estimated to be $3.56 to $3.76 (which includes an approximately $975 million charge, or $0.58 per share, related to the fine imposed by the NDRC), compared to our prior guidance range of $4.04 to $4.34. 
  • Non-GAAP diluted earnings per share:  estimated to be $4.85 to $5.05 (which excludes the charge from the fine imposed by the NDRC), compared to our prior guidance range of $4.75 to $5.05. 

Non-GAAP results exclude the QSI (Qualcomm Strategic Initiatives) segment and certain share-based compensation, acquisition-related items, tax items and other items.  Beginning in the first quarter of fiscal 2015, we changed our methodology for reporting Non-GAAP results to exclude third-party acquisition and integration services costs and certain other items, which may include major restructuring and restructuring-related costs, goodwill and long-lived asset impairment charges and litigation settlements and/or damages.  Detailed reconciliations between GAAP and Non-GAAP results and guidance are included within this news release.

The following table summarizes revenue and GAAP and Non-GAAP EPS guidance for fiscal year 2015 based on the current business outlook.  

(1)   Other items excluded from Non-GAAP include certain acquisition-related items, tax items and other items.  Current guidance for fiscal 2015 other items includes an approximately $0.58 per share charge related to the fine imposed by the NDRC.   

(2)   Our prior and current guidance for fiscal 2015 includes an estimate of the benefit related to stock repurchases that we plan to complete over the remainder of fiscal 2015 under our current stock repurchase program.

(3)   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, OFDMA-based and CDMA/OFDMA multimode subscriber devices (including handsets, modules, modem cards and other subscriber devices) by our licensees during a particular period (collectively, 3G/4G devices).  The reported quarterly estimated ranges of average selling prices (ASPs) and unit shipments are determined based on the information as reported to us by our licensees during the relevant period and our own estimates of the selling prices and unit shipments for licensees that do not provide such information.  Not all licensees report sales, selling prices and/or unit shipments the same way (e.g., some licensees report sales net of permitted deductions, including transportation, insurance, packing costs and other items, while other licensees report sales and then identify the amount of permitted deductions in their reports), and the way in which licensees report such information may change from time to time.  In addition, certain licensees may not report (in the quarter in which they are contractually obligated to report) their sales of certain types of subscriber units, which (as a result of audits, legal actions or for other reasons) may be reported in a subsequent quarter.  Accordingly, total reported device sales, estimated unit shipments and estimated ASPs for a particular period may include prior period activity that was not reported by the licensee until such particular period.

(4)   Our guidance range for fiscal 2015 total reported device sales reflects estimated 3G/4G total reported device sales that we currently expect to be reported to us, which includes an estimate of some prior period activity (i.e., devices shipped in prior periods) that may be reported to us.

 

Sums may not equal totals due to rounding.

 

Our outlook does not include provisions for future asset impairments or for pending legal matters, other than future legal amounts that are probable and estimable.  Further, due to their nature, certain income and expense items, such as realized investment and certain derivative gains or losses, cannot be accurately forecast.  Accordingly, we only include such items in our financial outlook to the extent they are reasonably certain; however, actual results may differ materially from the outlook.

 

Note Regarding Use of Non-GAAP Financial Measures

The Non-GAAP 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, “Non-GAAP” is not a term defined by GAAP, and as a result, the Company’s measure of Non-GAAP results might be different than similarly titled measures used by other companies.  Reconciliations between GAAP and Non-GAAP results are presented herein.

The Company uses Non-GAAP financial information (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 QCT (Qualcomm CDMA Technologies) and QTL (Qualcomm Technology Licensing) segments; and (iii) to compare the performance and efficiency of these segments against each other and against competitors.  Non-GAAP measurements used by the Company include revenues, cost of equipment and services revenues, R&D expenses, SG&A expenses, other expenses, operating income, net investment income, income or earnings before income taxes, effective tax rate, net income and diluted earnings per share.  The Company 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 Non-GAAP 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 Non-GAAP financial measures applicable to the Company and its business segments.  The Company presents Non-GAAP financial information to provide greater transparency to investors with respect to its use of such information in financial and operational decision making.

Non-GAAP information used by management excludes QSI and certain share-based compensation, acquisition-related items, tax items and other items.

  • QSI is excluded because the Company expects to exit its strategic investments in the foreseeable future, and the effects of fluctuations in the value of such investments and realized gains or losses are viewed by management as unrelated to the Company’s operational performance.
  • Share-based compensation expense primarily relates to restricted stock units.  Non-cash share-based compensation is excluded because management views such expenses as unrelated to the operating activities of the Company’s ongoing core businesses.
  • Certain other items are excluded because management views such expenses as unrelated to the operating activities of the Company’s ongoing core business, including:
  • Acquisition-related items include amortization of certain intangible assets, recognition of the step-up of inventories to fair value and the related tax effects of these items starting with acquisitions completed in the third quarter of fiscal 2011, as well as any tax effects from restructuring the ownership of such acquired assets.  Additionally, the Company excludes expenses related to the termination of contracts that limit the use of the acquired intellectual property.  Starting in the first quarter of fiscal 2015, the Company excludes third-party acquisition and integration services costs.  Prior year amounts have not been reclassified to conform to the current presentation.
  • Starting in the first quarter of fiscal 2015, the Company excludes certain other items that management views as unrelated to the Company’s ongoing business, such as major restructuring and restructuring-related costs, goodwill and long-lived asset impairments and litigation settlements and/or damages.  Prior year amounts have not been reclassified to conform to the current presentation.
  • Certain tax items that are unrelated to the fiscal year in which they are recorded are excluded in order to provide a clearer understanding of the Company’s ongoing Non-GAAP tax rate and after tax earnings.  Also, the provision (benefit) to reconcile the tax provisions (benefits) for each column to the total GAAP tax provision for the quarter is excluded.  At fiscal year end, the quarterly tax provision (benefit) for each column equals the annual tax provision (benefit) for each column computed in accordance with GAAP.  In interim quarters, the sum of these provisions (benefits) may not equal the total GAAP tax provision, and this difference is included in the tax provision (benefit) in the “Other Items” column.  In interim quarters of prior fiscal years, this difference was allocated to the tax provisions (benefits) among the columns

Conference Call

Qualcomm will hold a conference call to discuss the NDRC resolution on February 9, 2015 beginning at 2:30 p.m.  PT on Qualcomm’s Investor Relations website at: http://investor.qualcomm.com/events.cfm. This conference call will include a discussion of “Non-GAAP financial measures” as defined in Regulation G.  The most directly comparable GAAP financial measures and information reconciling these Non-GAAP financial measures to the Company’s financial results prepared in accordance with GAAP, as well as other financial and statistical information to be discussed on the conference call, will be posted at http://investor.qualcomm.com/events.cfm immediately prior to commencement of the call.  An audio replay will be available at http://investor.qualcomm.com/events.cfm and via telephone following the live call for 30 days thereafter.  To listen to the replay, U.S. callers may dial (855) 859-2056 and international callers may dial (404) 537-3406. U.S. and international callers should use reservation number 83971934.

电话会议

Qualcomm将通过其投资者关系网站http://investor.qualcomm.com/events.cfm于太平洋时间2015年2月9日下午2:30开始进行电话会议讨论发改委的解决方案。此电话会议将讨论条例G中所定义的“非GAAP财务指标”。将这些非GAAP财务指标和按照GAAP编制的公司的财务业绩相核对的最直接可比的GAAP财务指标和信息,以及在电话会议中要讨论的其他财务和统计信息,将于电话会议开始前发布在http://investor.qualcomm.com/events.cfm。另外电话会议后的30天内可以通过http://investor.qualcomm.com/events.cfm或通过电话收听电话会议的录音重播。为收听重播,美国投资者可拨打(855) 859-2056,国际投资者可拨打(404) 537-3406。美国和国际投资者均须使用预留号码83971934。

About Qualcomm

Qualcomm Incorporated (Nasdaq:  QCOM) is a world leader in 3G, 4G and next-generation wireless technologies.  Qualcomm Incorporated includes Qualcomm’s licensing business, QTL, and the vast majority of its patent portfolio.  Qualcomm Technologies, Inc., a wholly-owned subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, substantially all of Qualcomm’s engineering, research and development functions, and substantially all of its products and services businesses, including its semiconductor business, QCT.  For more than 25 years, Qualcomm ideas and inventions have driven the evolution of digital communications, linking people everywhere more closely to information, entertainment and each other.  For more information, visit www.qualcomm.com.

关于Qualcomm Incorporated

Qualcomm Incorporated(NASDAQ:QCOM)是全球3G、4G与下一代无线技术的领军企业,包括技术许可业务(QTL)和其绝大部分的专利组合。Qualcomm Technologies, Inc.,(QTI)为Qualcomm的全资子公司,与其子公司一起运营Qualcomm所有的工程、研发活动以及所有产品和服务业务,其中包括其半导体业务QCT。25年多来,Qualcomm的创想和创新推动了数字通信的演进,将各地的人们与信息、娱乐和彼此之间更紧密地联系在一起。欲了解更多信息,请访问Qualcomm的网站博客微博

Note Regarding Forward-Looking Statements

In addition to the historical information contained herein, this news release contains forward-looking statements that are inherently subject to risks and uncertainties, including but not limited to statements regarding changes to our business practices in China; our compliance with the NDRC’s decision; our licensing business now being well positioned to fully participate in China’s rapidly accelerating adoption of our 3G/4G technology; our plans to continue to grow our business, engagements, investments and collaborations in China going forward, including with China's mobile operators and handset and other device suppliers, and within the Chinese semiconductor sector; focusing our attention and resources on supporting our customers and partners in China and pursuing the many opportunities ahead; our business outlook; and our estimates and guidance related to revenues, GAAP and Non-GAAP diluted earnings per share and total reported device sales.  Forward-looking statements are generally identified by words such as “estimates,” “guidance,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks” and similar expressions.  Actual results may differ materially from those referred to in the forward-looking statements due to a number of important factors, including but not limited to risks associated with commercial network deployments, expansions and upgrades of CDMA, OFDMA and other communications technologies, our customers’ and licensees’ sales of products and services based on these technologies and our ability to drive our customers’ demand for our products and services; competition in an environment of rapid technological change; our dependence on a small number of customers and licensees; the continued and future success of our licensing programs; attacks on our licensing business model, including current and future legal proceedings or actions of governmental or quasi-governmental bodies or standards or industry organizations; the enforcement and protection of our intellectual property rights; government regulations and policies, or adverse rulings in enforcement or other proceedings; the commercial success of our new technologies, products and services; claims by third parties that we infringe their intellectual property; acquisitions, strategic transactions and investments; our dependence on a limited number of third-party suppliers; our stock price and earnings volatility; our ability to attract and retain qualified employees; global economic conditions that impact the mobile communications industry; foreign currency fluctuations and failures in our products or services or in the products or services of our customers or licensees, including those resulting from security vulnerabilities, defects or errors.  These and other risks are set forth in the Company’s Quarterly Report on Form 10-Q for the first quarter ended December 28, 2014 filed with the SEC.  Our reports filed with the SEC are available on our website at www.qualcomm.com.  We undertake no obligation to update, or continue to provide information with respect to, any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.

 

Reconciliation of Non-GAAP Financial Measure Related to Prior Period

(In millions, except per share data)

 

  1. At fiscal year end, the quarterly tax provision (benefit) for each column equals the annual tax provision (benefit) for each column computed in accordance with GAAP.

Sums may not equal totals due to rounding.