Qualcomm (QCOM) 10-K risk factor changes: FY2019 vs FY2018

Management’s Discussion and Analysis of Financial Condition and Results of Operations.” [added: References to “and” and “or” should be read to include the other as well as “and/or,” as appropriate.]

[removed: Risks] [added: Risks] Related to Our [removed: Businesses][added: Businesses]

[removed: Our] [added: Our] revenues depend on commercial network deployments, expansions and upgrades of CDMA, OFDMA and other communications technologies, including 5G; our customers’ and licensees’ sales of products and services based on these technologies; and customers’ demand for our products and [removed: services.][added: services.]

We depend on operators of wireless networks and our customers and licensees to adopt [removed: and/or] [added: and] implement the latest generation of these technologies for use in their networks, devices and services.

We also depend on our customers and licensees to develop devices and services based on these technologies with value-added features to drive consumer demand for new 3G/4G and 3G/4G/5G [removed: multi-mode] [added: multimode] devices, as well as 3G, 4G and 5G single-mode devices, [removed: as well as] [added: and] to establish the selling prices for such devices.

Increasingly, we also depend on operators of wireless networks, our customers and licensees and other third parties to incorporate these technologies into new device types and into industries and applications beyond traditional cellular communications, such as automotive, [added: computing,] IoT (including the connected home, smart cities, wearables, voice and music and [removed: robotics), networking, computing] [added: robotics)] and [removed: artificial intelligence (AI), such as machine learning,] [added: networking,] among others.

We have historically been successful during wireless technology [removed: transitions.][added: transitions, including 3G and 4G.]

The next generation of wireless technologies is 5G, which we expect will empower a new era of connected devices and will be utilized not only in handsets but in new device types, industries and applications beyond traditional cellular communications, as described above (see also Part I, Item 1, “Business” for [removed: a] further description of 5G).

We believe it is important that we [removed: be] [added: remain] a leader in 5G technology development, standardization, intellectual property creation and licensing, and [added: that we] develop, commercialize and be a leading supplier of 5G integrated circuit products and [removed: services] [added: services,] in order to sustain and grow our business long-term.

Our revenues [removed: and/or] [added: and] growth in revenues could be negatively impacted, our business may be harmed and our substantial investments in these technologies may not provide us an adequate return, if:

| • | wireless operators delay next-generation network deployments, [removed: particularly 5G,] expansions or upgrades [removed: and/or] [added: or] delay moving [removed: 2G] customers to [removed: 3G,] 3G/4G [removed: multi-mode,] [added: and 3G/4G/5G multimode devices, as well as] 4G [removed: or] [added: and] 5G [removed: wireless] [added: single-mode] devices; |

| • | government regulators delay making sufficient spectrum available for [removed: 3G,] 4G and 5G wireless technologies, including unlicensed spectrum and shared spectrum technologies, thereby [removed: restricting the ability of wireless operators to deploy] [added: delaying] or [removed: expand] [added: precluding] the [removed: use] [added: initial deployment or expanded deployment] of these technologies; |

| • | wireless operators delay or do not drive improvements in [removed: 3G,] 4G or [added: 5G, or] 3G/4G [removed: multi-mode] [added: or 3G/4G/5G multimode] network performance [removed: and/or] [added: and] capacity; |

| • | our customers’ and licensees’ revenues and sales of products, particularly premium-tier products, and services using these technologies, and average selling prices (ASPs) of such products, decline, do not grow or do not grow [removed: as anticipated] [added: meaningfully] due to, for example, the maturity of smartphone penetration in developed regions; |

| • | our intellectual property and technical leadership included in the [added: continued] 5G standardization effort is different than in 3G and 4G standards; |

| • | the [added: continued] standardization [removed: and/or] [added: or commercial] deployment of 5G technologies is delayed; |

| • | we are unable to drive the adoption of our products and services into networks and devices, including devices beyond traditional cellular applications, based on CDMA, OFDMA and other communications technologies; [removed: and/or] [added: or] |

| • | consumers’ rates of replacement of smartphones and other computing devices decline, do not grow or do not grow [removed: as quickly as anticipated.] [added: meaningfully.] |

Our [removed: industry is subject] [added: success depends in part on our ability] to [added: adapt to such changes and compete effectively; and such changes and] competition [removed: in an environment of rapid technological change that] could result in decreased demand [removed: and/or] [added: for our products or] declining average selling prices for our products [removed: and/or] [added: or] those of our customers [removed: and/or licensees.][added: or licensees.]

We expect competition to increase as our current competitors expand their product offerings or reduce the prices of their products as part of a strategy to [added: maintain existing business and customers or] attract new business [removed: and/or] [added: and] customers, as new opportunities [removed: develop,] [added: develop] and as new competitors enter the industry.

Competition in wireless communications is affected by various factors that include, among others: device manufacturer concentrations; vertical integration; growth in demand, consumption and competition in certain geographic regions; government intervention [removed: and/or] [added: or] support of national industries [removed: and/or] [added: or] competitors; evolving industry standards and business models; evolving methods of transmission of voice and data communications; increasing data traffic and densification of wireless networks; convergence and aggregation of connectivity technologies (including Wi-Fi and LTE) in both devices and access points; consolidation of wireless technologies and infrastructure at the network edge; networking and connectivity trends (including cloud services); use of licensed, shared and unlicensed spectrum; the evolving nature of computing (including demand for always on, always connected capabilities); the speed of technological change (including the transition to smaller geometry process technologies); value-added features that drive selling prices [removed: as well as] [added: and] consumer demand for new [removed: 3G,] 3G/4G [removed: multi-mode,] [added: and 3G/4G/5G multimode devices, as well as 3G,] 4G and 5G [added: single-mode] devices; turnkey, integrated products that incorporate hardware, software, user interface, applications and reference designs; scalability; and the ability of the system technology to meet customers’ immediate and future network requirements.

| • | differentiate our integrated circuit products with innovative technologies across multiple products and features (e.g., modem, [removed: radio frequency front-end (RFFE),] [added: RFFE,] graphics [removed: and/or] [added: and] other processors, camera and connectivity) and with smaller geometry process technologies that drive [removed: performance;] [added: both performance and lower power consumption;] |

| • | drive the adoption of our integrated circuit products into the most popular device models and across a broad spectrum of devices, such as smartphones, tablets, laptops and other computing devices, automobiles, [removed: wearables and] [added: wearables,] voice and music and other connected devices and infrastructure products; |

| • | maintain [removed: and/or] [added: or] accelerate demand for our integrated circuit products at the premium device tier, while [removed: increasing] [added: also driving] the adoption of our [added: 5G] products [removed: in] [added: into high,] mid- and low-tier [removed: devices, in part by strengthening our integrated circuit product roadmap for, and developing channel relationships in, emerging regions, such as China and India, and by providing turnkey products, which incorporate our integrated circuits, for low- and mid-tier smartphones, tablets and laptops;] [added: devices across all regions;] |

| • | continue to be a leader in 4G and 5G technology [removed: evolution, including expansion of our LTE-based single-mode licensing program in areas where single-mode products are commercialized,] [added: evolution] and continue to innovate and introduce 4G and 5G turnkey, integrated products and services that differentiate us from our competition; |

| • | be a leader serving original equipment [removed: manufacturers,] [added: manufacturers (OEMs),] high level operating systems (HLOS) providers, operators, cloud providers and other industry participants as competitors, new industry entrants and other factors continue to affect the industry landscape; |

| • | be a preferred partner [removed: (and] [added: and] sustain preferred [removed: relationships)] [added: relationships] providing integrated circuit products that support multiple operating system and infrastructure platforms to industry participants that effectively commercialize new devices using these platforms; [added: and] |

| • | increase [removed: and/or] [added: or] accelerate demand for our semiconductor component products, including RFFE, and our [removed: wired and] wireless connectivity products, including networking products for consumers, carriers and enterprise equipment and connected devices; |

| • | identify potential acquisition targets that will grow or sustain our business or address strategic needs, reach agreement on terms acceptable to us, close the transactions and effectively integrate these new [removed: businesses and/or] [added: businesses, products and] technologies; |

| • | create standalone value [removed: and/or] [added: and] contribute to the success of our existing businesses through acquisitions, joint ventures and other [removed: transactions (and/or] [added: transactions, and] by developing customer, licensee, vendor, distributor [removed: and/or] [added: and] other channel [removed: relationships)] [added: relationships] in new industry segments [removed: and/or] [added: and with] disruptive technologies, products [removed: and/or services (such] [added: and services, such] as products for automotive, [added: computing,] IoT (including the connected home, smart cities, wearables, voice and music and [removed: robotics), networking, computing] [added: robotics)] and [removed: AI, such as machine learning,] [added: networking,] among [removed: others);] [added: others;] |

| • | become a leading supplier of RFFE products, which are designed to address cellular radio frequency band fragmentation while improving radio frequency performance and assist original equipment manufacturers in developing multiband, [removed: multi-mode] [added: multimode] mobile devices; |

| • | [removed: be] [added: remain] a leader in 5G technology development, standardization, intellectual property creation and [removed: licensing] [added: licensing,] and develop, commercialize and be a leading supplier of 5G integrated circuit products and services; [removed: and/or] |

| • | continue to develop brand recognition to effectively compete against better known companies in computing and other consumer driven segments and to deepen our presence in significant emerging [removed: regions.] [added: regions and China.] |

Competition in any or all product tiers may result in the loss of [removed: certain] business or customers, which would negatively impact our revenues, results of operations and cash flows.

Such competition may also reduce average selling prices for our chipset products [removed: and/or] [added: or] the products of our customers and licensees.

Certain of these dynamics are particularly pronounced in emerging regions [added: and China] where competitors may have lower cost structures [removed: and/or] [added: or] may have a willingness and ability to accept lower prices [removed: and/or] [added: or] lower or negative margins on their products (particularly in China).

We compete with many different semiconductor companies, ranging from multinational companies with integrated research and development, manufacturing, sales and marketing organizations across a broad spectrum of product lines, to companies that are focused on a single application market segment or standard product, including those that produce products for automotive, [added: computing,] IoT and networking applications.

Companies that [removed: promote standards that are neither CDMA- nor OFDMA-based (e.g., GSM) as well as companies that] design integrated circuits based on CDMA, OFDMA, Wi-Fi or their derivatives are generally competitors or potential competitors.

Examples (some of which are strategic partners of ours in other areas) include [removed: Advanced Micro Devices, Inc., Broadcom Limited,] [added: Broadcom,] Cirrus Logic, Cypress [removed: Semiconductor Corporation, HiSilicon Technologies,] [added: Semiconductor, HiSilicon,] Intel, [removed: Marvell Technology, Maxim Integrated Products,] [added: Marvell, Maxim,] MediaTek, Microchip [removed: Technology Inc., Murata Manufacturing Co., Ltd.,] [added: Technology, Murata,] Nordic Semiconductor, Nvidia, NXP [removed: Semiconductors N.V., Qorvo Inc.,] [added: Semiconductors, Qorvo,] Realtek Semiconductor, [removed: Renesas Electronics Corporation, Samsung Electronics,] [added: Renesas, Samsung,] Sequans [removed: Communications S.A.,] [added: Communications,] Skyworks [removed: Solutions Inc.] and Spreadtrum Communications (which is controlled by Tsinghua Unigroup).

Some of these current and potential competitors may have advantages over us that include, among others: motivation by our customers in certain circumstances to [removed: utilize their own internally-developed] [added: use our competitors’] integrated circuit products, to [removed: use our competitors’] [added: utilize their own internally-developed] integrated circuit products [removed: and/or] [added: or] sell such products to others, [removed: including by bundling with other products,] or to choose alternative technologies; lower cost structures [removed: and/or] [added: or] a willingness and ability to accept lower prices [removed: and] [added: or] lower or negative margins for their products, particularly in China; foreign government support of other [removed: technologies] [added: technologies, competitors] or [removed: competitors;] [added: OEMs that sell devices that do not contain our chipsets;] better known brand names; ownership and control of manufacturing facilities and greater expertise in manufacturing processes; more extensive relationships with local distribution companies and [removed: original equipment manufacturers] [added: OEMs] in certain geographic regions (such as [removed: China) and/or] [added: China); more] experience in adjacent industry segments outside traditional cellular industries (such as [removed: automotive] [added: automotive, computing, IoT] and [removed: IoT); and/or] [added: networking); and] a more established presence in certain regions.

Initial commercial deployments of 5G networks and devices have begun and will continue into fiscal 2020 and beyond.

Our industry is subject to competition in an environment of rapid technological changes.

In particular, certain of our largest integrated circuit customers develop their own integrated circuit products, which they have in the past utilized, and currently utilize, in certain of their devices and may in the future choose to utilize in certain (or all) of their devices, rather than our products (and they may sell their integrated circuit products to third parties, discretely or together with certain of their other products, in competition with us).

Apple may continue to use our competitors’ products in one or more of its future devices and may develop and utilize its own modem products, rather than our products, in one or more of its future devices.

Further, certain of our competitors develop and sell multiple components (including integrated circuit products) for use in devices and sell those components together to device manufacturers.

Our competitors’ sales of multiple components put us (and our discrete integrated circuit products) at a competitive disadvantage.

Certain of our competitors also develop and sell infrastructure equipment for wireless networks and can optimize their integrated circuit products to perform on such networks to a degree that we are not able to, which again puts us at a competitive disadvantage.

Also, Apple, which has historically been one of our largest customers, utilizes products of one of our competitors in many of their devices rather than our products and is solely utilizing one of our competitor’s products in its most recent smartphone launch.

In April 2019, we entered into a new multi-year chipset supply agreement with Apple.

We do not expect to begin recording revenues under this agreement until the second half of fiscal 2020.

However, Apple may continue to use our competitors’ products in one or more of its future devices and may develop and utilize its own modem products, rather than our products, in one or more of its future devices.

Similarly, certain of our Chinese OEM customers have developed and others may in the future develop their own integrated circuit products and use such integrated circuit products, or other integrated circuit products, in their devices rather than our integrated circuit products, whether due to pressure from the Chinese government as part of its broader economic policies, the OEMs’ concerns over losing access to our integrated circuit products as a result of U.S./Chinese trade tensions, or otherwise.

Further, political actions, including trade and/or national security protection policies, or other actions by governments, have in the past, currently are and could in the future limit or prevent us from transacting business with certain of our customers, or limit or prevent certain of our customers from transacting business with us.

Finally, we spend a significant amount of engineering and development time, funds and resources in understanding our key customers’ feedback and/or specifications and attempt to incorporate such input into our product launches and technologies.

These efforts may not require or result in purchase commitments from such customers or we may have lower purchases from such customers than expected, and consequently, we may not achieve the anticipated revenues from these efforts, or these efforts may result in non-recoverable costs.

In addition, the timing and size of purchases by our significant customers may be impacted by

Further, certain licensees and companies are currently engaged in such behavior and they or others may engage in such behavior in the future.

We have been in the past and are currently subject to various litigation and governmental investigations and proceedings, including the lawsuit filed against us by the United States Federal Trade Commission (FTC).

Commitments and Contingencies.” We may become subject to other litigation or governmental investigations or proceedings in the future.

Additionally, certain of our direct and indirect customers and licensees have pursued, and others may in the future pursue, litigation or arbitration against us related to our business.

We expect that such proposals, interpretations and strategies will continue in the future, and if successful, our business model would be harmed, either by limiting or eliminating our ability to collect royalties (or by reducing the royalties we can collect) on all or a portion of our standard-essential patent portfolio, limiting our return on investment with respect to new

We have been in the past and are currently subject to various governmental investigations and proceedings, particularly with respect to our licensing business, including the lawsuit filed against us by the FTC.

We may become subject to other litigation or governmental investigations or proceedings in the future.

If some or all of our license agreements are declared invalid or unenforceable and/or we are required to renegotiate these license agreements, we may not receive, or may not be able to recognize, some or any licensing or royalty revenues under the impacted license agreements unless and until we enter into new license agreements; and even licensees whose license agreements are not impacted may demand to renegotiate their agreements or invoke the dispute resolution provision in their agreements, and we may not be able to recognize some or any licensing or royalty revenues under such agreements.

The renegotiation of license agreements could lead to arbitration or litigation to resolve the licensing terms (which could be less favorable to us than existing terms), each of which could take months or possibly years.

In addition, we may be sued for alleged overpayments of past royalties paid to us, including private antitrust actions seeking treble damages under U.S. antitrust laws.

Further, if our appeal in the FTC lawsuit is unsuccessful, it could have a material adverse effect on our business.

Any such event could result in a materially negative impact on our financial condition, in which case we would have to significantly cut costs and other uses of cash, including in research and development, significantly impairing our ability to maintain product and technology leadership and invest in next generation technologies such as 5G.

Further, depending on the breadth and severity of the circumstances above, we may have to reduce or eliminate our capital return programs, and our ability to timely pay our indebtedness may be impacted.

If these events occur, our financial outlook and stock price could decline, possibly significantly.

These challenges have required, and we expect that they will continue to require, the investment of significant management time and attention and have resulted, and we expect that they will continue to result, in increased legal costs until the respective matters are resolved.

As described in the Risk Factor above entitled “*Our business, particularly our licensing business, may suffer as a result of adverse rulings in government investigations or proceedings*,” we have been in the past and are currently subject to various governmental investigations and proceedings and private legal proceedings challenging our patent licensing and chipset sales practices, including the lawsuit filed against us by the FTC.

Commitments and Contingencies.” We believe that one intent

We may become subject to other litigation or governmental investigations or proceedings in the future.

Going forward, we continue to anticipate that a significant portion of our licensing revenues will be derived from licensees that have entered into license agreements covering only our cellular standard-essential patents.

If we were required to sell chipsets to OEMs that do not have a license to our patents, our licensing program could be negatively impacted by patent exhaustion claims raised by such unlicensed OEMs (i.e., claims that our sale of chipsets to such OEMs forecloses us from asserting any patents substantially embodied by the chipsets against such OEMs).

Such sales would provide OEMs with a defense in the event we asserted our patents against them to obtain licensing revenue for those patents.

This would have a material adverse effect on our licensing program and our results of operations, financial condition and cash flows.

Finally, if our appeal in the FTC lawsuit is unsuccessful, it could have a material adverse effect on our business.

and time consuming.

We expect initial commercial deployments of 5G devices to begin in calendar 2019.

We are currently subject to various litigation and governmental investigations and/or proceedings, some of which have arisen and may continue to arise out of the strategies described above.

In addition, decisions or orders arising out of governmental investigations or proceedings could require us to renegotiate, or could encourage or embolden our licensees to demand to renegotiate, their license agreements with us (which could be on terms that are less favorable to us than existing terms), and such licensees may underreport, underpay, not report

Depending on the type of matter, various remedies that could result from an unfavorable resolution include, among others, injunctions, monetary damages or fines or other orders to pay money, and/or the issuance of orders to cease certain conduct and/or modify our business practices, such as requiring us to reduce our royalty rates, reduce the base on which our royalties are calculated, grant patent licenses to chipset manufacturers and/or modify or renegotiate our existing license agreements, and/or determinations that all or portions of our license agreements are invalid or unenforceable.

In addition, decisions or orders arising out of such governmental investigations or proceedings could require us to renegotiate, or could encourage or embolden our licensees to demand to renegotiate, their license agreements with us (which could be on terms that are less favorable to us than existing terms), and such licensees may underreport, underpay, not report or not pay royalties owed to us pending the conclusion of such negotiations.

See also the Risk Factor entitled

Changes in our patent licensing practices, whether due to governmental investigations, private legal proceedings challenging those practices or otherwise, could adversely impact our business and results of operations.

A number of our licensees have entered into standard-essential patent only agreements on a worldwide basis, and we expect more of our licensees may do so in the future.

industries, such as automotive, IoT and networking, among others.

substances to be sent to disposal or treatment facilities when such facilities are found to be contaminated.

We also seek to diversify and broaden our technology licensing programs to new industry segments in which we can utilize our technology leadership.

Accordingly, to the extent not renewed on their terms or by election for an additional (generally multi-year) period, if applicable, we will need to extend or modify such license agreements or enter into new license agreements with such licensees more frequently than we have done historically.

Our inability to meet customer demand due to sole- or limited-sourcing and/or the additional costs that we incur because of these or other supply constraints or because of the need to support alternate suppliers could negatively impact our business, our results of operations and/or cash flows.

for their other customers while reducing or limiting capacity to manufacture or test our products.

Certain legal matters, including certain claims by other companies that we infringe their intellectual property, are described more fully in this Annual Report in “Notes to Consolidated Financial Statements, Note 7.

Recent material transactions include our RF360 Holdings joint venture with TDK Corporation and our acquisition of CSR plc.

In fiscal 2018, we terminated our proposed acquisition of NXP since the acquisition had not been approved by the State Administration for Market Regulation (SAMR) in China by the date specified in the acquisition agreement.

As a result, we will not realize the benefits that we anticipated from the acquisition, including, but not limited to, increased revenues; accelerated revenue diversification; significantly expanded addressable markets and opportunities; accelerated entry into new industry segments and expansion in existing industry segments; new and expanded product offerings and technologies; accelerated expansion of sales and distribution channels; cost and other synergies; and earnings accretion from the acquisition.

If we are unsuccessful in executing our cost plan, our business and results of operations may be adversely affected.

In the second quarter of fiscal 2018, we announced a cost plan designed to align our cost structure to our long-term margin targets.

As part of this plan, we are implementing a series of targeted reductions across our businesses to reduce annual costs by $1 billion, excluding incremental costs resulting from any future acquisition of a business.

We expect these cost reductions to be fully captured in fiscal 2019.

We cannot provide assurance that our cost plan will be successful, that anticipated cost savings will be realized, that our operations, business and financial results will improve and/or that these efforts will not disrupt our operations (beyond what is intended).

Our ability to achieve the anticipated cost savings and other benefits within the expected time frames is subject

to many estimates and assumptions, which are subject to significant economic, competitive and other uncertainties, some of which are beyond our control.

Further, we may experience delays in the timing of these efforts and/or higher than expected or unanticipated costs in implementing them.

Moreover, changes in the size, alignment or organization of our workforce could adversely affect employee morale and retention, relations with customers and business partners, our ability to develop and deliver products and services as anticipated and/or impair our ability to realize our current or future business and financial objectives.

If we do not succeed in these efforts, if these efforts are more costly or time-consuming than expected, if our estimates and assumptions are not correct, if we experience delays or if other unforeseen events occur, our business and results of operations may be adversely affected.

Other countries and/or regions are expected to impose similar requirements in the future.

of operations and/or cash flows.

In addition, any such refinancing, restructuring

On December 22, 2017, tax reform legislation known as the Tax Cuts and Jobs Act (the Tax Legislation) was enacted in the United States.

Given the amount and complexity of the changes in tax law resulting from the Tax Legislation, we have not finalized the accounting for the income tax effects of the Tax Legislation.

This includes the provisional amounts recorded related to the repatriation tax on deemed repatriated earnings and profits of U.S.-owned foreign subsidiaries (Toll Charge).

Further, we are in the process of analyzing the effects of new taxes due on certain foreign income, such as GILTI (global intangible low-taxed income), BEAT (base-erosion anti-abuse tax), FDII (foreign-derived intangible income) and limitations

on interest expense deductions (if certain conditions apply) that are effective starting in fiscal 2019, and other provisions of the Tax Legislation.

The impact of the Tax Legislation related to the Toll Charge may differ from this estimate, possibly materially, during the one-year measurement period due to, among other things, further refinement of our calculations, changes in interpretations and assumptions we have made, guidance that may be issued and actions we may take as a result of the Tax Legislation.

We have not yet determined what changes, if any, may be needed to our operations or structure to address BEPS.

The market for employees in our industry is extremely competitive.

[removed: Fiscal 2018 Overview][added: Fiscal 2019 Overview]

Revenues were [removed: $22.7] [added: $24.3] billion, an increase of [removed: 2%] [added: 7%] from fiscal [removed: 2017,] [added: 2018,] with net [removed: loss attributable to Qualcomm] [added: income] of [removed: $4.9] [added: $4.4] billion, compared to net [removed: income] [added: loss] of [removed: $2.5] [added: $5.0] billion in fiscal [removed: 2017.][added: 2018.]

Highlights and other events from fiscal [removed: 2018] [added: 2019] included:

| • | QTL [removed: results were negatively impacted by our continued dispute with Apple and its contract manufacturers (who are Qualcomm licensees). We did not record any] revenues in fiscal [removed: 2018 for royalties due on sales of Apple’s products. QTL revenues in fiscal 2018] [added: 2019] included [removed: $600] [added: $450] million paid under [removed: an] [added: a second] interim agreement with [removed: the other licensee] [added: Huawei that concluded] in [removed: dispute (which dispute was previously disclosed). This represents a partial payment for royalties due after] the [removed: second] [added: third] quarter of fiscal [removed: 2017 by that other licensee while] [added: 2019, and although] negotiations [removed: continue.] [added: continue, we have not reached a final agreement with Huawei.] This [removed: payment] [added: represents a minimum, non-refundable amount for royalties due and] does not reflect the full amount of royalties due under the underlying license agreement. [added: We did not record any revenues in the fourth quarter of fiscal 2019 for royalties due on the sales of Huawei’s products.] |

[removed: | • |] In [removed: the first quarter of] fiscal 2018, [removed: tax reform legislation known] as [added: a result of] the Tax [removed: Cuts and Jobs Act (the Tax Legislation) was enacted in the United States. As] [added: Legislation, we recorded] a [removed: result] [added: charge] of [removed: such enactment, net loss for fiscal 2018 included an estimated] $5.7 billion [removed: charge] to income tax expense, comprised of [removed: a one-time tax on deemed repatriated earnings and profits of U.S.-owned foreign subsidiaries (the Toll Charge) of] $5.2 billion [added: related to the estimated Toll Charge] and [removed: a charge of] $438 million resulting from the remeasurement of [added: U.S.] deferred tax assets and liabilities that existed at the end of fiscal 2017 at a lower enacted corporate [removed: tax rate Further, our federal statutory] income tax [removed: rate for] [added: rate, which included a $135 million tax benefit in] fiscal 2018 [removed: reflected] [added: related to the remeasurement of] a [removed: blended rate] [added: U.S. deferred tax liability that was established as a result] of [removed: approximately 25%. |][added: a change in one of our positions due to the Tax Legislation.]

| • | In [removed: January 2018,] [added: July 2019,] the European Commission (EC) issued a decision [removed: finding] [added: ruling] that [removed: certain terms of an agreement] [added: between 2009 and 2011 we engaged in predatory pricing] with [removed: Apple violate European Union competition law] [added: respect to two customers] and imposed a fine [added: (2019 EC fine)] of [removed: 997] [added: approximately 242] million [removed: Euros ($1.2 billion),] [added: Euros,] which [removed: was recorded as] [added: resulted in] a [added: $275 million] charge to other expenses in the [removed: first] [added: third] quarter of fiscal [removed: 2018. We] [added: 2019. In October 2019, we filed an appeal of the EC’s decision, and we] provided [added: a] financial [removed: guarantees] [added: guarantee] to satisfy the obligation in lieu of [added: a] cash payment while we appeal the EC’s decision. |

| • | In the second quarter of fiscal 2018, we announced a Cost Plan designed to align our cost structure to our long-term margin [removed: targets, under which] [added: targets. As part of this plan,] we [removed: continue to execute on] [added: initiated] a series of targeted actions across our businesses [added: with the objective] to reduce annual costs by $1 billion, excluding incremental costs resulting from any future acquisition of a business. [removed: We expect these cost reductions to be fully captured in fiscal 2019. We recorded restructuring] [added: Actions taken under this plan have been completed] and [removed: restructuring-related charges] [added: resulted in us achieving substantially all] of [removed: $687 million] [added: this target] in fiscal [removed: 2018 related to our Cost Plan.] |

[removed: Our] [added: Our] Business and Operating [removed: Segments][added: Segments]

We develop and commercialize foundational technologies and products used in mobile devices and other wireless [removed: products, including network equipment, broadband gateway equipment and consumer electronics devices.][added: products.]

We derive revenues principally from sales of integrated circuit products and licensing our intellectual property, including [removed: patents, software] [added: patents] and other rights.

QCT develops and supplies integrated circuits and system software based on CDMA, OFDMA and other technologies for use in mobile [removed: devices, wireless networks,] devices [removed: used in IoT,] [added: (primarily smartphones), tablets, laptops, data modules, handheld wireless computers and gaming devices, access points and routers,] broadband gateway equipment, [removed: consumer electronic] [added: data cards and infrastructure equipment, IoT] devices and [added: applications, other consumer electronics and] automotive telematics and infotainment systems.

QTL grants licenses [added: or otherwise provides rights] to use portions of [removed: its] [added: our] intellectual property portfolio, [removed: which] [added: which, among other rights,] includes certain patent rights essential to and/or useful in the [removed: manufacture and] [added: manufacture,] sale [added: and/or use] of certain wireless products.

We also have nonreportable segments, including [removed: our cyber security solutions (formerly] Qualcomm Government Technologies or [removed: QGOV), mobile health, small cells] [added: QGOV (formerly Qualcomm Cyber Security Solutions)] and other wireless technology and service initiatives.

[added: Seasonality.] Many of our products and/or much of our intellectual property are incorporated into consumer wireless devices, which are subject to seasonality and other fluctuations in demand.

[removed: Further, starting] [added: QTL results] in [removed: the first quarter of] fiscal [removed: 2019, seasonal trends for QTL will be impacted by] [added: 2019 reflected] the adoption of [removed: the] new [removed: guidance related to] revenue recognition [removed: pursuant to which we will be required] [added: guidance that requires us] to estimate and recognize [removed: sales-based] [added: QTL] royalties in the period in which the associated sales occur, resulting in an acceleration of [removed: revenue recognition] [added: royalty revenues] by one quarter [added: as] compared to [removed: the current method.][added: prior periods.]

[removed: The seasonal] [added: Further, the] trends for QTL have been, [removed: and] [added: and/or] may in the future be, impacted by disputes and/or resolutions with [removed: licensees.][added: licensees and/or governmental investigations or proceedings, including the lawsuit filed against us by the FTC.]

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

| [removed: Revenues] [added: Revenues] (in [removed: millions)] [added: millions)] | | | | | | | | | | | | | | | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2018] [added: 2019] vs. [removed: 2017 Change] [added: 2018 Change] | | | | [removed: 2017] [added: 2018] vs. [removed: 2016 Change] [added: 2017 Change] | | |

| Equipment and services | $ | [removed: 17,400] [added: 14,611] | | | $ | [removed: 16,647] [added: 17,400] | | | $ | [removed: 15,467] [added: 16,647] | | | $ | [removed: 753] [added: (2,789] | [added: )] | | $ | [removed: 1,180] [added: 753] | |

[removed: 2018] [added: 2018] vs. [removed: 2017][added: 2017]

| [removed: +] [added: +] | [removed: $962 million] reduction to licensing revenues recorded in fiscal 2017 related to the BlackBerry arbitration |

| [removed: +] [added: +] | $745 million in higher equipment and services revenues from our QCT segment |

| [removed: \-] [added: \-] | [removed: $1.3] [added: $1.4] billion in lower licensing revenues from our QTL segment |

| [removed: \-] [added: \-] | [removed: $100 million] reduction to licensing revenues recorded in fiscal 2018 related to a portion of a business arrangement that resolved a legal dispute |

[removed: 2017] [added: 2018] vs. [removed: 2016][added: 2017]

The increase in revenues in fiscal [removed: 2017] [added: 2019] was primarily due to:

| [removed: +] [added: \-] | [removed: $1.1] [added: $2.7] billion in [removed: higher] [added: lower] equipment and services revenues from our QCT segment |

| [removed: \-] [added: \-] | [removed: $1.2 billion] [added: $451 million] in lower licensing revenues from our QTL segment |

| [removed: \-] [added: +] | $962 million reduction to licensing revenues recorded in fiscal 2017 related to the BlackBerry arbitration [added: (which was not allocated to our segment results)] |

| [removed: Costs] [added: Costs] and Expenses (in [removed: millions)] [added: millions, except percentages)] | | | | | | | | | | | | | | | | | | | |

| Cost of revenues | $ | [removed: 10,244] [added: 8,599] | | | $ | [removed: 9,792] [added: 10,244] | | | $ | [removed: 9,749] [added: 9,792] | | | $ | [removed: 452] [added: (1,645] | [added: )] | | $ | [removed: 43] [added: 452] | |

| Gross margin | [removed: 55] [added: 65] | | % | | [removed: 56] [added: 55] | | % | | [removed: 59] [added: 56] | | % | | | | | | | | |

| [removed: \-] [added: \-] | decrease in higher margin QTL licensing revenues as a proportion of total revenues |

| [removed: \-] [added: \-] | [added: $100 million] reduction to licensing revenues recorded in fiscal 2018 related to a portion of a business arrangement that resolved a legal dispute [added: (which was not allocated to our segment results)] |

The [removed: decrease] [added: increase] in margin percentage in fiscal [removed: 2017] [added: 2019] was primarily due to:

Our margin percentage may continue to fluctuate in future periods depending on the mix of segment results as well as products sold, competitive pricing, new product introduction costs and other factors, including disputes and/or resolutions with [removed: licensees.][added: licensees and/or governmental investigations or proceedings, including the lawsuit filed against us by the FTC.]

| Research and development | $ | [removed: 5,625] [added: 5,398] | | | $ | [removed: 5,485] [added: 5,625] | | | $ | [removed: 5,151] [added: 5,485] | | | $ | [removed: 140] [added: (227] | [added: )] | | $ | [removed: 334] [added: 140] | |

| % of revenues | [removed: 25] [added: 22] | | % | | 25 | | % | | [removed: 22] [added: 25] | | % | | | | | | | | |

| [removed: +] [added: +] | $168 million, net of cost decreases driven by actions [removed: initiated] [added: taken] under our Cost Plan, in higher costs related to the development of wireless and integrated circuit technologies, including 5G technologies and RFFE technologies from [removed: our] [added: the formation of] RF360 Holdings [removed: joint venture, which was formed] in the second quarter of fiscal [removed: 2017, and related software products] [added: 2017] |

| • | From October 2018 through September 2019, approximately 1.4 billion smartphones are estimated to have shipped globally, representing a year-over-year decrease of approximately 4% (IDC, Mobile Phone Tracker, 2019Q3), primarily driven by further lengthening of replacement cycles, particularly in developed regions and China where consumer demand is increasingly driven by new product launches and/or innovation cycles as the industry transitions to 5G. |

| • | QCT results in fiscal 2019 were negatively impacted by lower modem sales to Apple. |

| • | In April 2019, we entered into settlement agreements with Apple and its contract manufacturers to dismiss all outstanding litigation between the parties. We also entered into a six-year global patent license agreement with Apple, effective as of April 1, 2019, which includes an option for Apple to extend for two additional years, and a multi-year chipset supply agreement with Apple. In the third quarter of fiscal 2019, we recognized licensing revenues of $4.7 billion resulting from the settlement, consisting of a payment from Apple and the release of certain of our obligations to pay Apple and its contract manufacturers customer-related liabilities. In addition, our QTL results for the third and fourth quarters of fiscal 2019 included royalties from Apple and its contract manufacturers for sales made in such quarters. |

| • | QTL results in fiscal 2019 reflected certain reductions made in the per unit royalty caps (which provide a maximum royalty amount payable per device) in fiscal 2019 and 2018. While we expect these changes to enhance stability for the long term, they negatively impacted QTL royalty revenues in fiscal 2019. In addition, an increasing number of new and existing licensees have elected to enter into worldwide license agreements covering only our cellular standard essential patents, resulting in lower QTL royalty revenues in fiscal 2019. |

| • | In May 2019, in *United States Federal Trade Commission (FTC) v. QUALCOMM Incorporated*, the court issued an Order ruling against us and imposing certain injunctive relief. We disagree with the court’s conclusions, interpretation of the facts and application of the law. Accordingly, we filed a motion to stay certain of the remedies with, and have appealed the decision to, the Ninth Circuit Court of Appeals (Ninth Circuit). In August 2019, our partial motion to stay was granted in its entirety by the Ninth Circuit. The impact of the Order and the Ninth Circuit granting our motion for partial stay did not have a material impact to QTL licensing revenues recognized in fiscal 2019 based on facts and factors currently known by us. |

2019 based on our run rate exiting the second quarter of fiscal 2019, excluding litigation costs that were in excess of the baseline spend.

We recorded net restructuring and restructuring-related charges of $213 million in fiscal 2019 related to our Cost Plan.

| • | Beginning in fiscal 2019, certain provisions of the 2017 U.S. Tax Cuts and Jobs Act (the Tax Legislation) became effective, including new taxes on certain foreign income. Our estimated annual effective tax rate for fiscal 2019 reflected the effects of these provisions of the Tax Legislation, and it also included the effects of tax elections made by several of our foreign subsidiaries in the first quarter of fiscal 2019 to be treated as U.S. branches for federal income tax purposes effective beginning in fiscal 2018 and 2019, which resulted in an income tax benefit of $570 million recorded discretely in the first quarter of fiscal 2019. |

| • | During the third quarter of fiscal 2019, the United States Treasury Department issued new temporary regulations that resulted in a change to the deductibility of dividend income received by a U.S. stockholder from a foreign corporation. As a result of this change, pursuant to an agreement with the Internal Revenue Service, we relinquished the federal tax basis step-up of intellectual property that was distributed in fiscal 2018 by one of our foreign subsidiaries to a U.S. subsidiary. Therefore, the related deferred tax asset was derecognized, resulting in a $2.5 billion charge to income tax expense in the third quarter of fiscal 2019. |

Our revenues have historically fluctuated based on consumer demand for devices, as well as on the timing of customer/licensee device launches and/or innovation cycles (such as the transition to the next generation of wireless technologies).

This has resulted in fluctuations in QCT revenues in advance of and during device launches incorporating our products and in QTL revenues when the related royalties were recognized, which prior to fiscal 2019 was when licensees reported their sales and beginning in fiscal 2019 was when the licensees’ sales occurred.

Our historical trends were impacted by our prior dispute with Apple and its contract manufacturers, which was settled in April 2019.

We expect to begin recording revenues for new chipset models under our recently announced multi-year chipset agreement with Apple in the second half of fiscal 2020.

These trends may or may not continue in the future.

| Licensing | 9,662 | | | | 5,211 | | | | 5,611 | | | | 4,451 | | | | (400 | | ) |

| | $ | 24,273 | | | $ | 22,611 | | | $ | 22,258 | | | $ | 1,662 | | | $ | 353 | |

2019 vs. 2018

| + | $4.7 billion in licensing revenues recorded in the third quarter of fiscal 2019 resulting from the settlement with Apple and its contract manufacturers (which were not allocated to our segment results) |

2019 vs. 2018

| + | higher licensing revenues resulting from the settlement with Apple and its contract manufacturers in fiscal 2019 |

2019 vs. 2018

| \- | $221 million decrease primarily driven by actions taken under our Cost Plan, partially offset by higher share-based compensation expense and higher employee cash incentive programs |

| | 2019 | | | | 2018 | | | | 2017 | | | | 2019 vs. 2018 Change | | | | 2018 vs. 2017 Change | | |

2019 vs. 2018

| \- | $287 million in lower professional fees and costs, primarily driven by Broadcom’s withdrawn takeover proposal in fiscal 2018 and our then proposed acquisition of NXP Semiconductors N.V. (NXP) in fiscal 2018 |

| \- | $235 million in lower litigation costs, primarily resulting from the settlement of our prior dispute with Apple and its contract manufacturers and the end of the District Court trial in the lawsuit filed against us by the FTC |

| \- | $162 million in lower employee-related expenses, primarily driven by actions taken under our Cost Plan |

| \- | $75 million in lower sales and marketing expenses, primarily driven by actions taken under our Cost Plan |

2018 vs. 2017

| | 2019 | | | | 2018 | | | | 2017 | | | | 2019 vs. 2018 Change | | | | 2018 vs. 2017 Change | | |

2019

+ $275 million charge related to the 2019 EC fine

| + | $213 million net charges related to our Cost Plan |

| \- | $43 million gain due to the partial recovery of a fine imposed in fiscal 2009 resulting from our appeal of the Korea Fair Trade Commission (KFTC) decision |

| \- | $31 million gain related to a favorable legal settlement |

| | 2019 | | | | 2018 | | | | 2017 | | | | 2019 vs. 2018 Change | | | | 2018 vs. 2017 Change | | |

In the fourth quarter of fiscal 2018, we implemented a stock repurchase program to repurchase up to $30 billion of our outstanding common stock.

Stock repurchases made under this program have significantly reduced the amount of our cash, cash equivalents and marketable securities, resulting in a decrease to interest and dividend income in fiscal 2019.

The increase in net gains on marketable securities in fiscal 2019 was primarily driven by gains resulting from the initial public offering of certain non-marketable equity investments.

| | 2019 | | | | 2018 | | | | 2017 | | | | 2019 vs. 2018 Change | | | | 2018 vs. 2017 Change | | |

| | |

| --- | --- |

| • | The transition of wireless networks and devices to 3G/4G (CDMA-single mode, OFDMA-single mode and CDMA/OFDMA multi-mode) continued around the world. 3G/4G connections increased to approximately 5.5 billion, up 17% year-over-year, and represent approximately 69% of total mobile connections at the end of fiscal 2018, up from 60% at the end of fiscal 2017.(1) |

| • | We continue to invest significant resources toward advancements primarily in support of 4G- and 5G-based technologies as well as other technologies to extend the demand for our products and generate new or expanded licensing opportunities, including within adjacent industry segments outside traditional cellular industries, such as automotive, the Internet of Things (IoT) and networking. |

| • | QCT results in fiscal 2018 were positively impacted by results from our RF360 Holdings joint venture, which was formed in the second quarter of fiscal 2017, and higher demand from OEMs in China, partially offset by lower modem sales to Apple. |

| • | In the fourth quarter of fiscal 2018, we reached a settlement with the Taiwan Fair Trade Commission (TFTC) resolving the TFTC’s investigation alleging that we violated the Taiwan Fair Trade Act. As a result of the settlement, the parties agreed that the amounts we paid towards the previously imposed fine will be retained by the TFTC, and no other amounts will be due. As a result, in the fourth quarter of fiscal 2018 we reversed the remaining $676 million accrual that was initially recorded in fiscal 2017 as a benefit to other expense. |

| • | In the fourth quarter of fiscal 2018, we terminated the definitive agreement under which we proposed to acquire NXP Semiconductors N.V. (NXP). In accordance with the terms of the purchase agreement, we paid NXP a termination fee of $2.0 billion, which was recorded as a charge to other expense in the fourth quarter of fiscal 2018. |

| • | In the fourth quarter of fiscal 2018, following the termination of our agreement to acquire NXP, we announced a stock repurchase program authorizing us to repurchase up to $30 billion of our common stock, the large majority of which we expect to complete by the end of fiscal 2019. In August 2018, we completed a tender offer and paid an aggregate of $5.1 billion to repurchase 76.2 million shares of our common stock. In September 2018, we entered into three accelerated share repurchase agreements to repurchase an aggregate of $16.0 billion of our common stock resulting in an initial delivery to us of 178.4 million shares of our common stock. |

| (1) | According to GSMA Intelligence estimates as of November 5, 2018 (estimates excluded Wireless Local Loop). |

Seasonality.

As a result, QCT has tended historically to have stronger sales toward the end of the calendar year as manufacturers prepare for major holiday selling seasons.

Similarly, because QTL has historically recognized royalty revenues when royalties are reported by licensees, QTL has tended to record higher royalty revenues in the first calendar quarter when licensees report their sales made in the fourth calendar quarter.

These trends may or may not continue in the future, in part depending on the amount of QCT revenues from modem sales for iPhone products and QTL royalties on sales of Apple’s products, both of which have been significant drivers of our historical seasonality.

We have also experienced fluctuations in revenues due to the timing of conversions and expansions of 3G and 4G networks by wireless operators and the timing of launches of flagship wireless devices and consumer demand for wireless devices that incorporate our products and/or intellectual property.

| Licensing | 5,332 | | | | 5,644 | | | | 8,087 | | | | (312 | | ) | | (2,443 | | ) |

| | $ | 22,732 | | | $ | 22,291 | | | $ | 23,554 | | | $ | 441 | | | $ | (1,263 | ) |

| + | $66 million in higher equipment and services revenues from our QSI segment |

| \- | $103 million in lower licensing revenues of one of our nonreportable segments |

Revenue Concentrations

In fiscal 2018, revenues from Samsung Electronics, Xiaomi Corporation and suppliers to Apple Inc. each comprised more than 10% of consolidated revenues.

In fiscal 2018 and 2017, combined revenues from GuangDong OPPO Mobile Telecommunications Corp. Ltd. and vivo Communication Technology Co., Ltd., and their respective affiliates, also comprised more than 10% of consolidated revenues.

In fiscal 2017 and 2016, revenues from Samsung Electronics and suppliers to Apple Inc. each comprised more than 10% of consolidated revenues.

QCT and QTL segment revenues related to the products of these customers/licensees comprised 52%, 58% and 54% of total consolidated revenues in fiscal 2018, 2017 and 2016, respectively.

Revenues from customers in China (including Hong Kong) and South Korea comprised 67% and 14%, respectively, of total consolidated revenues for fiscal 2018, compared to 65% and 16%, respectively, for fiscal 2017, and 57% and 17%, respectively, for fiscal 2016.

We report revenues from external customers by country based on the location to which our products or services are delivered, which for QCT is generally the country in which our customers manufacture their products, or for licensing revenues, the invoiced addresses of our licensees.

As a result, the revenues by country presented herein are not necessarily indicative of either the country in which the devices containing our products and/or intellectual property are ultimately sold to consumers or the country in which the companies that sell the devices are headquartered.

For example, China revenues could include revenues related to shipments of integrated circuits for a company that is headquartered in South Korea but that manufactures devices in China, which devices are then sold to consumers in Europe and/or the United States.

| + | reduction to licensing revenues recorded in fiscal 2017 related to the BlackBerry arbitration |

| \- | reduction to licensing revenues recorded in fiscal 2017 related to the BlackBerry arbitration |

| + | increase in QCT margin |

| + | $372 million, net of cost decreases driven by actions initiated under our 2015 Strategic Realignment Plan, in higher costs related to the development of integrated circuit technologies, including 5G technologies and RFFE technologies from our RF360 Holdings joint venture, which was formed in the second quarter of fiscal 2017, and related software products |

| + | $136 million in higher professional services fees, primarily related to third-party acquisition and integration services resulting from the proposed acquisition of NXP |

| + | $70 million in higher costs related to litigation and other legal matters |

2016

\+ $380 million gain on the sale of wireless spectrum

\+ $48 million gain on the sale of our business that provided augmented reality applications

\- $202 million in restructuring and restructuring-related charges related to our 2015 Strategic Realignment Plan

The net gains on foreign currency transactions in fiscal 2018, which were partially offset by losses on derivative instruments, were primarily attributable to currency exchange rate movements on amounts accrued for the EC and TFTC fines, as well as the impact of currency exchange rate movements on certain monetary assets and liabilities of our RF360 Holdings joint venture.

| Income tax expense | $ | 5,377 | | | $ | 555 | | | $ | 1,131 | | | $ | 4,822 | | | $ | (576 | ) |

| Worthless stock deduction of domestic subsidiary | — | | | | — | | | | (101 | | ) |

[removed: Marketable Securities][added: Marketable Securities]

On July 26, 2018, we [removed: terminated the Purchase Agreement and] announced that we had been authorized to repurchase up to $30 billion of our common stock.

A 10% decrease in the market price of our marketable equity securities at September [removed: 24, 2017] [added: 29, 2019] would have caused a [removed: negligible] decrease in the carrying amounts of these [removed: securities.][added: securities of $42 million.]

[added: Interest Rate Risk.] We invest a portion of our cash in a number of diversified fixed- and floating-rate securities consisting of cash equivalents, marketable debt [removed: securities, debt funds] [added: securities] and [removed: time] [added: demand] deposits that are subject to interest rate risk.

At September [added: 29, 2019 and September] 30, 2018, a hypothetical increase in interest rates of 100 basis points across the entire yield curve on our holdings would have resulted in a negligible decrease in the fair value of our holdings.

[removed: Other Investments][added: Other Investments]

[added: Equity Price Risk.] We hold investments in non-marketable equity instruments in privately held companies that may be impacted by equity price risks.

Consequently, we could incur [removed: other-than-temporary] impairment losses or realized losses on all or a part of the values of our non-marketable equity investments.

At September [removed: 30, 2018 and September 24, 2017,] [added: 29, 2019,] the aggregate carrying value of our non-marketable equity investments was included in other noncurrent assets and was $1.1 [removed: billion and $982 million, respectively.][added: billion.]

[removed: Debt] [added: Debt] and Interest Rate Swap [removed: Agreements][added: Agreements]

[added: Interest Rate Risk.] At September [removed: 30, 2018,] [added: 29, 2019,] we have an aggregate principal amount of $15.5 billion of unsecured floating- and fixed-rate notes with varying maturity dates.

At September 30, 2018, a hypothetical increase in LIBOR-based interest rates of 100 basis points would [removed: cause] [added: have caused] our interest expense to increase by $22 million on an annualized basis as it relates to our floating-rate notes and interest rate swap agreements.

At September [removed: 24, 2017,] [added: 29, 2019,] a hypothetical increase in LIBOR-based interest rates of 100 basis points would [removed: have caused] [added: cause] our interest expense to increase by [removed: $46] [added: $18] million on an annualized basis as it relates to our floating-rate notes and interest rate swap agreements.

At September [removed: 30, 2018,] [added: 29, 2019,] we had [removed: $1.0 billion] [added: $499 million] of commercial paper outstanding, with original maturities of less than three months.

[removed: Foreign] [added: Foreign] Exchange [removed: Risk][added: Risk]

[added: Foreign Currency Options.] At September [removed: 30, 2018,] [added: 29, 2019,] our net asset related to foreign currency options designated as hedges of foreign currency risk on royalties earned from certain licensees was negligible.

[added: Foreign Currency Forwards.] At September [removed: 30, 2018,] [added: 29, 2019,] our net [removed: liability] [added: asset] related to foreign currency [removed: option and] forward contracts designated as hedges of foreign currency risk on certain operating expenditure transactions was [removed: $18 million.][added: negligible.]

If our forecasted operating expenditures for currencies in which we hedge were to decline by 20% and foreign exchange rates were to change unfavorably by 20% in our hedged foreign currency, we would [removed: not] incur a [removed: loss as our hedge positions would continue to be fully effective.][added: negligible loss.]

[added: Functional Currency.] Financial assets and liabilities held by consolidated subsidiaries that are not denominated in the functional currency of those entities are subject to the effects of currency fluctuations and may affect reported earnings.

At September [removed: 30, 2018,] [added: 29, 2019,] our net [removed: liability] [added: asset] related to foreign currency [removed: option and] forward contracts not designated as hedging instruments used to manage foreign currency risk on certain receivables and payables was negligible.

Equity Price Risk. At September 29, 2019, the recorded value of our marketable equity securities was $418 million.

Based on forecasts at September 30, 2018, assuming the same hypothetical market conditions, we would also not have incurred a loss.

Based on forecasts at September 30, 2018, assuming the same hypothetical market conditions, a negligible loss would also have been incurred.

Based on forecasts at September 30, 2018, assuming the same hypothetical market conditions, we would also not have incurred a loss.

Net Investment Hedges. At September 29, 2019, we have designated $1.4 billion of foreign currency-denominated liabilities as hedges of our net investment in certain foreign subsidiaries.

If foreign exchange rates were to change unfavorably by 10% in our hedged foreign currency, there would be an increase of $136 million in the accumulated other comprehensive loss attributable to the cumulative translation adjustment at September 29, 2019 related to our net investment hedges.

The change in value recorded in cumulative translation adjustment would be expected to offset a corresponding foreign currency translation gain or loss from our investment in foreign subsidiaries.

On October 27, 2016, we announced a definitive agreement under which Qualcomm River Holdings proposed to acquire NXP (the Purchase Agreement).

We intended to use a substantial portion of our cash, cash equivalents and marketable securities to fund the NXP transaction.

As a result, during fiscal 2017, we divested a substantial portion of our marketable securities portfolio, including our equity securities and fund shares.

In August 2018, we completed a “modified Dutch auction” tender offer and paid an aggregate of $5.1 billion, excluding fees and related expenses, to repurchase 76.2 million shares of our common stock.

In September 2018, we entered into three accelerated share repurchase agreements to repurchase an aggregate of $16.0 billion of our common stock.

Equity Price Risk.

The recorded values of our marketable equity securities increased to $167 million at September 30, 2018 from $36 million at September 24, 2017.

At September 30, 2018, there were no gross unrealized losses of our marketable equity securities.

Interest Rate Risk.

At September 24, 2017, a hypothetical increase in interest rates of 100 basis points across the entire yield curve on our holdings would have resulted in a decrease of $26 million in the fair value of our holdings.

The fiscal years ended September [removed: 24, 2017] [added: 29, 2019] and September [removed: 25, 2016] [added: 24, 2017] included 52 weeks.

[removed: Overview][added: Overview]

[removed: We are a global leader in the development and commercialization of foundational] [added: Our] technologies and products [added: are] used in mobile devices and other wireless products, including network equipment, broadband gateway [removed: equipment and] [added: equipment,] consumer electronic [added: devices and other connected] devices.

Our inventions [added: have] helped power the growth in smartphones, which have connected billions of people.

We are a pioneer in 3G (third generation) and 4G (fourth generation) wireless technologies and are [removed: now] a leader in 5G (fifth generation) wireless technologies to empower a new era of intelligent, connected devices.

Our technologies and products are also used in industry segments and applications beyond mobile, including automotive, [added: computing,] IoT (Internet of [removed: Things), networking, computing] [added: Things)] and [removed: AI (artificial intelligence), such as machine learning,] [added: networking,] allowing [removed: more] devices [added: and objects] to connect and communicate with each other in new ways.

We derive revenues principally from sales of integrated circuit products and licensing our intellectual property, including [removed: patents, software] [added: patents] and other rights.

We share these inventions broadly through our licensing program, [removed: ensuring] [added: enabling] wide ecosystem access to technologies at the core of mobile innovation, and through the sale of our wireless [removed: chipset] [added: integrated circuit] platforms [added: (also known as chips or chipsets)] and other products, which accelerates consumer adoption of experiences empowered by these inventions.

As a company, we collaborate across the ecosystem, including manufacturers, operators, developers, governments and industry standards organizations, to [removed: create] [added: enable] a global environment to drive continued progress and growth.

We [added: have] played [added: and continue to play] a leading role in developing [removed: the] [added: system level] inventions that serve as the foundation for [removed: 3G and] [added: 3G,] 4G [removed: wireless technologies,] and [removed: which serve as the basis for] 5G wireless technologies.

Companies in the mobile [removed: communications] industry generally recognize that any company [removed: seeking to develop, manufacture and/or sell]

[removed: subscriber units] [added: seeking to develop, manufacture and/or sell devices] or infrastructure equipment that use CDMA-based and/or OFDMA-based technologies will require a license or other rights to use our patents.

We also develop and commercialize numerous other key technologies used in [removed: handsets] [added: mobile] and other wireless devices that [removed: contribute to] [added: help drive] end-user demand, and we own substantial intellectual property related to these technologies.

Some of these inventions [removed: were] [added: are] contributed to and [removed: are being] commercialized as industry standards, such as certain video and audio codecs, Wi-Fi, GPS (global positioning system) and Bluetooth.

Other technologies [added: that we have developed and that are] widely used by wireless devices [removed: that we have developed] are not related to any industry standards, such as operating systems, user interfaces, graphics and camera processing functionality, RF (radio frequency), RF front-end [added: (RFFE)] and antenna [removed: design] [added: designs] and application processor architectures.

Our patents cover a wide range of technologies across the entire wireless system (including wireless devices and [added: network] infrastructure [removed: equipment) and] [added: equipment),] not just [removed: what is embodied in] [added: the portion of such patented technologies incorporated into] chipsets.

QCT develops and supplies integrated circuits [removed: (also known as chips or chipsets)] and system software based on CDMA, OFDMA and other technologies for use in mobile devices, wireless networks, [removed: devices used in IoT,] broadband gateway equipment, consumer electronic [added: devices,] devices [added: used in IoT] and automotive telematics and infotainment systems.

We also have nonreportable segments, including [removed: our cyber security solutions (formerly] Qualcomm Government Technologies or [removed: QGOV), mobile health, small cells and] [added: QGOV (formerly Qualcomm Cyber Security Solutions), as well as] other wireless technology and service initiatives.

[removed: Industry Trends][added: Industry Trends]

As the largest technology platform in the world, mobile has [removed: changed] [added: transformed] the way we connect, compute and [removed: communicate with one another.][added: communicate.]

The scale and pace of innovation in [removed: mobile,] [added: the mobile industry,] especially around connectivity and computing capabilities, is also impacting industries beyond wireless, empowering new services, new business models and new experiences.

[added: Advancing connectivity.] 3G/4G multimode mobile broadband technology has been a key [removed: growth driver] [added: innovation] of mobile, providing users with fast, reliable, always-on connectivity.

[removed: Estimated as] [added: As] of September 30, [removed: 2018,] [added: 2019,] there were approximately [removed: 5.5] [added: 6.0] billion 3G/4G connections globally (CDMA-based, OFDMA-based and CDMA/OFDMA multimode) representing [removed: nearly 69%] [added: 76%] of total mobile connections (GSMA Intelligence, November [removed: 2018).][added: 2019).]

By [removed: 2022,] [added: 2023,] global 3G/4G connections are projected to reach [removed: 7.2] [added: 7.0] billion, with approximately [removed: 87%] [added: 88%] of these connections coming from emerging regions [removed: (including China)] [added: and China] (GSMA Intelligence, November [removed: 2018).][added: 2019).]

This is [removed: further] amplified in emerging [removed: regions,] [added: regions and China,] where, as of September 30, [removed: 2018,] [added: 2019,] 3G/4G mobile broadband connections are estimated to be approximately seven times the number of fixed Internet household connections (GSMA Intelligence November [removed: 2018] [added: 2019] and PT June [removed: 2018).][added: 2019).]

In China, 3G/4G [removed: LTE] multimode services have experienced strong adoption since being launched in [removed: the fourth quarter of calendar] 2013, with more than [removed: 1.3] [added: 1.4] billion connections estimated as of September 30, [removed: 2018] [added: 2019] (GSMA Intelligence, November [removed: 2018).][added: 2019).]

In India, mobile operators continue to expand their [removed: 4G] [added: 3G/4G] multimode services, providing consumers with the benefits of advanced mobile broadband connectivity while creating new opportunities for device manufacturers and other members of the mobile ecosystem.

[added: 5G is designed to enhance mobile broadband services, including ultra-high definition (4K) video streaming, near-instant access to cloud services and] augmented and virtual reality applications, with [added: lower latency and] multi-gigabit [removed: speeds] [added: user data speeds,] and [removed: to] bring more [removed: capacity,] [added: capacity and efficiency to networks,] which may enable operators to offer new unlimited mobile data plans.

[removed: Incorporating many of the innovations developed for 4G,] [added: Looking ahead, we expect] future [removed: generations] [added: releases] of 5G [removed: (3GPP Release 16 and beyond) are expected] to expand [removed: 5G NR technologies] to new industries beyond traditional cellular communications [removed: that will] [added: and to] create new business models and [removed: new] services, such as autonomous vehicles and artificial intelligence-based platforms designed to bring greater autonomy to manufacturing and other industrial applications (known as [removed: Industrial] [added: industrial] IoT), through ultra-reliable, ultra-low latency communication [removed: links; and connecting a significant number of “things” (also known as IoT, including the connected home, smart cities, wearables and voice and music devices), with connectivity designed to meet ultra-low power, complexity and cost requirements.][added: links.]

[removed: By 2025,] [added: As of September 30, 2019, there were approximately 3.8 billion] global [removed: 5G] [added: LTE] connections [removed: are projected to reach 1.3 billion] worldwide, representing approximately [removed: 15%] [added: 49%] of total cellular [removed: connections] [added: connections, up from 41% as of September 30, 2018] (GSMA Intelligence, November [removed: 2018).][added: 2019).]

At the same time, 4G is expected to continue to evolve in parallel with the [added: further] development of 5G and become fundamental to many of the key 5G technologies (through [removed: multi-connectivity),] [added: multi-connectivity) in areas] such as support for unlicensed spectrum, gigabit LTE user data [removed: rates] [added: speeds] and LTE IoT [removed: to meet the needs of ultra-low power, complexity] [added: that meets low power] and cost [removed: applications.][added: requirements.]

The first phase of 5G networks [removed: is expected to support] [added: supports] mobile broadband services for the smartphone form factor both in lower spectrum bands below 6 GHz [added: (sub-6),] as well as higher bands above 6 GHz, including millimeter wave (mmWave).

As with previous generations of mobile networks, it will take time to [removed: proliferate] [added: deploy] new 5G networks.

[removed: Growth in smartphones] [added: The transition of wireless networks and devices to 3G/4G] has not only been driven by the [removed: success of premium-tier devices but also by the] number of affordable handsets [removed: that are] available in emerging [removed: regions, as well as] [added: regions and China, but also by] the variety of flexible and affordable data plans being offered by mobile operators.

Consumer demand for new types of [removed: experiences empowered by 3G/4G LTE connectivity,] [added: experiences,] combined with the needs of mobile operators and device manufacturers to provide differentiated features and services, is driving continued innovation within the smartphone.

As a result, the smartphone has become the go-to device for social networking, [removed: music,] [added: music and video streaming,] gaming, email and web browsing, among others.

It is expected that 5G connectivity will drive further innovations within the smartphone and [removed: increase consumer demand by offering] [added: offer] enhanced connectivity, which in turn will enable new applications.

Given its advanced capabilities and utility, the smartphone [removed: is replacing] [added: has replaced] many traditional consumer [removed: electronics] [added: electronic] devices, including digital cameras, video cameras, standalone GPS [removed: units] [added: units, gaming devices] and music players.

[added: Transforming other industries.] With their significant [removed: scale, rapid development cycles] [added: scale] and highly integrated solutions, industries beyond mobile, including automotive, [added: computing,] IoT and [removed: computing,] [added: networking,] among others, are leveraging the same technology innovations found in today’s leading smartphones to enhance existing products and services as well as to create new products and services.

Our inventions that contribute to the formation of advanced cellular technologies, such as 3G/4G and now 5G connectivity, are helping to [removed: drive] [added: drive, and in the case of 5G accelerate the pace of,] this transformation.

We are a global leader in the development and commercialization of foundational technologies for the wireless industry.

With the first 5G global specifications defined in 2018 by 3GPP (3rd Generation Partnership Project), an industry standards development organization, initial commercial 5G network deployments and device launches, which focus on enhanced mobile broadband services, began in 2019 and will continue into 2020 and beyond.

We also expect 5G will enable connecting a significant number of “things” (also known as IoT, including the connected home, smart cities, wearables and voice and music devices), with

connectivity designed to meet diverse (low) power and cost requirements, as well as to address both low and high complexity applications.

Consumer demand in smartphones. From October 2018 through September 2019, approximately 1.4 billion smartphones are estimated to have shipped globally, representing a year-over-year decrease of approximately 4% (IDC, Mobile Phone Tracker, 2019Q3).

Smartphone shipments in calendar 2020 are expected to be approximately flat year-over-year (IDC Quarterly Mobile Phone Tracker, 2019Q3).

The slow-down in smartphone demand that began in the year ended September 2019, and that is expected to continue into calendar 2020, reflects further lengthening of replacement cycles, particularly in developed regions and China, where consumer demand is increasingly driven by new product launches and/or innovation cycles as the industry transitions to 5G.

5G heavily leverages OFDMA-based technologies.

3GPP developed 4G specifications through the standardization of the radio component (LTE) and the core network component (Enhanced Packet Core or EPC).

Similarly, 3GPP has developed 5G specifications through the specification of the radio component (New Radio or NR) and the core network component (5G Core or 5GC).

Unlike 4G that has fixed Orthogonal Frequency Division Multiplexing (OFDM) parameterization, 5G has multiple OFDM parameterizations to address a wide range of spectrum and use cases.

| • | eLAA (enhanced LAA) introduced as part of 3GPP Release 14, is an evolution of LAA, enables aggregation of unlicensed and licensed spectrum in the uplink. |

Beginning with Release 14, 3GPP specifications provide enhancements specifically for vehicular communications known as cellular vehicle-to-everything (C-V2X), which includes both direct communication (vehicle-to-vehicle, vehicle-to-infrastructure and vehicle-to-pedestrian) in dedicated spectrum that is independent of a cellular network and cellular communications with networks in traditional mobile broadband licensed spectrum.

C-V2X is designed to serve as the foundation for Intelligent Transportation Systems (ITS), enabling vehicles to communicate with each other and everything around them providing non-line-of-sight awareness for enhanced road safety and traffic efficiency.

In future 3GPP releases (starting in Release 16, which is expected to be completed in June 2020), C-V2X is expected to benefit from the incorporation of 5G features, such as high throughput, lower latency and ultra-reliable communication capabilities to enable a higher level of performance and predictability as needed for automated driving and other advanced use cases.

As of October 2019, approximately 900 wireless operators have commercially deployed or started testing LTE networks and 777 operators have commercially launched LTE in 228 countries, including 308 operators in 135 countries having commercially launched LTE Advanced networks (GSA, November 2019).

Initial commercial 5G network deployments and device launches began in calendar 2019, and we expect that 5G network deployments and device launches will increase over the next several years.

The first global set of 5G standards is incorporated in 3GPP specifications starting from Release 15, which was initially completed in March 2018 and subsequently updated in September 2018 and June 2019.

Release 15 enables different architecture deployment choices of 5G networks while sharing the same radio access technology.

5G uses OFDMA in the downlink and either OFDMA or single carrier FDMA in the uplink depending on the use case.

As of October 2019, 258 wireless operators in 94 countries have demonstrated, are testing, trialing or have been licensed to begin field trials of 5G-enabling and candidate technologies, and an additional 69 wireless operators in 50 countries have announced their intentions to make 5G available to their customers by 2022 (GSA, November 2019).

We are actively involved in innovative programs developed in the context of the Wi-Fi Alliance, a non-profit organization that drives global Wi-Fi adoption and evolution.

and indoor areas); and third-party inertial sensors.

- on-device artificial intelligence (AI) features, including machine learning platforms;

| QTL | $ | 4,591 | | | $ | 5,042 | | | $ | 6,412 | |

The Qualcomm® Snapdragon™ family of integrated circuit products include the Snapdragon mobile, compute and automotive platforms.

Each platform consists of application processors and wireless connectivity capabilities, including our cellular modem that provides core baseband modem functionality for voice and data communications, non-cellular wireless connectivity (such as Wi-Fi and Bluetooth) and global positioning functions.

Our Snapdragon application processor functions include security, graphics, display, audio, video, camera and AI.

Our central processing units are designed based on ARM

Our Qualcomm® Hexagon™ processors are designed to support a variety of signal processing applications, including AI, audio and sensor processing.

In addition to the highly integrated core system on a chip (SoC), we also design and supply supporting components, including the RF, PM (Power Management), audio, codecs, speaker amps and additional wireless connectivity integrated circuits.

These supporting components, in addition to our cellular modems and application processors comprising our core SoC, are also sold as individual components.

The combination of the Snapdragon SoC, system software and supporting components provide an overall platform with optimized performance and efficiency, enabling manufacturers to design and deliver powerful, slim and power-efficient devices ready for integration with the complex cellular networks worldwide.

As a

Additional competitive factors exist for QCT product offerings that have expanded into adjacent industry segments outside traditional cellular industries, including automotive, computing, IoT and networking.

QTL Segment.

However, since 2015, our standard practice in China is to offer licenses to our 3G and 4G (and now 5G) cellular standard-essential Chinese patents for devices sold for use in China separately from our other patents.

In addition, we also offer licenses to only our cellular standard-essential patents (including 3G, 4G and 5G) for both single-mode and multimode devices on a worldwide basis, and since 2018, an increasing number of new and existing licensees have elected to enter into worldwide license agreements covering only our cellular standard essential patents.

Going forward, we continue to anticipate that a significant portion of QTL’s licensing revenues will be derived from licensees that have entered into license agreements covering only Qualcomm’s cellular standard essential patents.

than 300 licensees.

The mobile industry has experienced tremendous growth for more than 20 years, growing from less than 60 million global connections in 1994 (WCIS+, October 2017) to approximately 7.9 billion global connections estimated as of September 30, 2018 (GSMA Intelligence, November 2018).

Extending connectivity.

In 2010, the number of broadband connections using mobile technology surpassed those using fixed technologies (GSMA Intelligence, November 2018), making mobile networks the primary method of accessing the Internet for many people around the world.

Looking ahead, we expect to continue to be a leader in the next generation of wireless technology, known as 5G.

Initial commercial deployments of 5G, which will focus on enhanced mobile broadband services, are expected to begin in calendar 2019.

In June 2018, 3GPP (the 3rd Generation Partnership Project), an industry standards development organization, completed the first global specifications for 5G NR (New Radio) (Release 15).

The 5G NR standard is expected to provide a unified connectivity network for all spectrum and service types based on OFDM (Orthogonal Frequency Division Multiplexing) technology, and it is designed to support faster data rates, lower network latency and wider bandwidths of spectrum.

5G NR is expected to enhance mobile broadband services, including ultra-high definition (4K) video streaming and

We expect these future generations of 5G, which build on the various 3G and 4G features addressing IoT, will further contribute to the trend of enabling cellular connectivity to non-handset categories of devices.

We continue to work closely with mobile operators and infrastructure companies around the world on 5G NR demonstrations and trials in preparation for commercial network launches.

We are also enabling 5G commercialization with our 5G modem family compliant with the 3GPP-based 5G NR global system.

We expect that 4G LTE will continue to grow and serve as the anchor of the 5G mobile experience (through multi-connectivity) for many years to come.

Growth in smartphones.

Smartphone adoption continues to expand globally, fueled by fast 3G/4G LTE multimode connectivity, powerful mobile processors, advanced multimedia features and enhanced location awareness capabilities, among others.

In 2017, approximately 1.5 billion smartphones shipped globally, which is consistent year-over-year, with cumulative smartphone shipments between 2018 and 2022 projected to reach approximately 7.8 billion (IDC Quarterly Mobile Phone Tracker, 2018Q2).

Most of this growth is projected to happen in emerging regions (including China), where smartphones accounted for approximately 70% of total handset shipments in 2017 and are projected to reach approximately 84% in 2022 (IDC Quarterly Mobile Phone Tracker, 2018Q2).

We have been a leading contributor to this innovation across multiple technology dimensions, including connectivity, intelligence, camera, audio, video, sensors and security.

Transforming other industries.

5G is expected to further accelerate this transformation.

The proliferation of intelligent, connected things is also enabling new types of user experiences, as smartphones are able to interact with and control more of the objects around us.

Through the addition of embedded sensors and computer intelligence, connected things are able to collect and share data, providing users with contextually relevant information and further increasing the device’s utility and value.

Cellular wireless technologies.

TDMA-based.

CDMA-based.

OFDMA-based.

5G will heavily leverage OFDM-based technologies.

Most LTE devices rely on 3G for voice services across the network, as well as for ubiquitous data services outside the LTE coverage area, and on 4G for data services inside the LTE coverage area.

LTE’s voice solution, VoLTE (voice over LTE), is being commercially deployed in a growing number of networks.

| • | LTE-U, which relies on an LTE control carrier based on 3GPP Release 12, uses carrier aggregation to combine unlicensed and licensed spectrum in the downlink and has been introduced in early mobile operator deployments in the United States and evolves to Licensed Assisted Access (LAA). |

There also have been ongoing efforts to make the interworking between LTE and Wi-Fi more seamless and completely transparent to the users.

Further integration is achieved with LTE Wi-Fi Link Aggregation (LWA), which will utilize existing and new carrier Wi-Fi deployments.

According to GSMA Intelligence estimates as of September 30, 2018, there were approximately 3.2 billion global LTE connections worldwide, representing approximately 40% of total cellular connections.

According to the Global mobile Suppliers Association (GSA), as of October 2018, more than 865 wireless operators have commercially deployed or started testing LTE networks with 715 commercially launched in 208 countries, including 270 networks in 122 countries having commercially launched LTE Advanced networks featuring carrier aggregation (GSA, November 2018).

5G NR is incorporated in 3GPP specifications starting from Release 15, which was completed in June 2018, and will be available in two architectural options: a non-standalone option where a data-only 5G NR link can be added to an existing 4G LTE deployment leveraging the existing 4G LTE core network; and a standalone option where 5G NR is deployed together with the 5G NGC network.

Other (non-cellular) wireless technologies.

Wireless Local Area Networks.

Bluetooth.

as enhanced data rate, low energy and mesh technologies.

Location Positioning Technologies.

We have played a leading role in developing and/or acquired many of the other technologies used across the wireless system, such as cellular and certain consumer electronic devices (and not just what is embodied in the chipsets) and networks, including:

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: þ] [added: ☒] | | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended September 30, 2018][added: ended September 29, 2019]

| [removed: o] [added: ☐] | | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period [removed: from to .][added: from to .]

[removed: Commission] [added: Commission] File [removed: Number 0-19528][added: Number 0-19528]

[removed: QUALCOMM Incorporated][added: QUALCOMM Incorporated]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware (State] [added: | (State] or Other Jurisdiction of Incorporation or [removed: Organization)] [added: Organization)] | | [removed: 95-3685934 (I.R.S. Employer Identification No.)] | [added: | (I.R.S. Employer Identification No.) |]

| [removed: 5775] [added: | 5775] Morehouse [removed: Dr. San Diego, California (Address of Principal Executive Offices)] [added: Dr.,] | [added: San Diego,] | [removed: 92121-1714 (Zip Code)] [added: California] | [added: | 92121-1714 |]

[removed: (858) 587-1121][added: (858) 587-1121]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to section 12(b) of the [removed: Act:][added: Act:]

| Title of Each Class | [added: Trading Symbol(s)] | Name of Each Exchange on Which Registered |

| Common stock, $0.0001 par value | [added: QCOM] | NASDAQ Stock Market |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: x][added: ☒]

Yes [removed: xNo o][added: ☒ No ☐]

| Large accelerated filer | [removed: x] [added: ☒] | Accelerated filer | [removed: o] [added: ☐] | Non-accelerated filer [removed: (Do not check if a smaller reporting company)] | [removed: o] [added: ☐] | Smaller reporting company | [removed: o] [added: ☐] | Emerging growth company | [removed: o] [added: ☐] |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at March [removed: 25, 2018] [added: 29, 2019] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $79,468,272,443,] [added: $69,171,646,680,] based upon the closing price of the registrant’s common stock on that date as reported on the NASDAQ Global Select Market.

The number of shares outstanding of the registrant’s common stock was [removed: 1,212,162,586] [added: 1,141,844,863] at November [removed: 5, 2018.][added: 4, 2019.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant’s Definitive Proxy Statement in connection with the registrant’s [removed: 2019] [added: 2020] Annual Meeting of Stockholders, to be filed with the Commission subsequent to the date hereof pursuant to Regulation 14A, are incorporated by reference into Part III of this Report.

| [removed: QUALCOMM INCORPORATED] [added: QUALCOMM Incorporated] | |

| [removed: Form 10-K] [added: Form 10-K] | |

| [removed: For] [added: For] the Fiscal Year Ended September [removed: 30, 2018] [added: 29, 2019] | |

| [removed: Index] [added: Index] | |

| | | [removed: Page] [added: Page] |

[removed: | [PART I](#sDD3FE8425A7C540BB81742BF9EE75377) | | |][added: PART I]

| [Item [removed: 1.](#s98FC49D1D95553BF82F7A3918818B5A1)] [added: 1.](#sFA32CC8411385EEA9113137A4059C9FB)] | [removed: [Business](#s98FC49D1D95553BF82F7A3918818B5A1)] [added: [Business](#sFA32CC8411385EEA9113137A4059C9FB)] | [removed: [4](#s98FC49D1D95553BF82F7A3918818B5A1)] [added: [4](#sFA32CC8411385EEA9113137A4059C9FB)] |

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| [Item [removed: 1B.](#sAF55CCD8AFD95A27BC02B7E6900BA62A)] [added: 1B.](#s035DFA9D31E457838AED090288A471CE)] | [Unresolved Staff [removed: Comments](#sAF55CCD8AFD95A27BC02B7E6900BA62A)] [added: Comments](#s035DFA9D31E457838AED090288A471CE)] | [removed: [35](#sAF55CCD8AFD95A27BC02B7E6900BA62A)] [added: [36](#s035DFA9D31E457838AED090288A471CE)] |

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| [Item [removed: 3.](#s1BC7160AC597501DAAB65D43363535CF)] [added: 3.](#s91479F9966D05D2AA992DC6682682E3A)] | [Legal and Regulatory [removed: Proceedings](#s1BC7160AC597501DAAB65D43363535CF)] [added: Proceedings](#s91479F9966D05D2AA992DC6682682E3A)] | [removed: [36](#s1BC7160AC597501DAAB65D43363535CF)] [added: [36](#s91479F9966D05D2AA992DC6682682E3A)] |

| [Item [removed: 4.](#s307EEB54AE4B5C8CA3AEAD64E28FC809)] [added: 4.](#sD196BF240C1D59DFBEA4775A0A792D79)] | [Mine Safety [removed: Disclosures](#s307EEB54AE4B5C8CA3AEAD64E28FC809)] [added: Disclosures](#sD196BF240C1D59DFBEA4775A0A792D79)] | [removed: [36](#s307EEB54AE4B5C8CA3AEAD64E28FC809)] [added: [36](#sD196BF240C1D59DFBEA4775A0A792D79)] |

| [Item [removed: 5.](#s259F71C7505555B2BA68FD8FA8BB1556)] [added: 5.](#s73B0C8AB523E590B8EE03F121636C7A1)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s259F71C7505555B2BA68FD8FA8BB1556)] [added: Securities](#s73B0C8AB523E590B8EE03F121636C7A1)] | [removed: [37](#s259F71C7505555B2BA68FD8FA8BB1556)] [added: [37](#s73B0C8AB523E590B8EE03F121636C7A1)] |

OR

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| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | Delaware | | | | 95-3685934 |

| | | | | | |

| | (Address of Principal Executive Offices) | | | | (Zip Code) |

Yes ☒ No ☐

Yes ☐ No ☒

| [PART II](#s3E422EE01C4B5B679F7FA08AAC07449F) | | |

| [PART IV](#sF93B41A279E759DFAD48003569413A5A) | | |

10-K 1 qcom10-k2018.htm 10-K

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| --- | --- | --- |

OR

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

(Check one):

| [PART II](#s7AF23C67119B5BC889681A9377EDB2A2) | | |

| [PART IV](#sF38ECB0817D75502BAA14514F24358FE) | | |

At September [removed: 30, 2018,] [added: 29, 2019,] we occupied the following facilities (square footage in millions):

| | [removed: United States] [added: United States] | | | [removed: Other Countries] [added: Other Countries] | | | [removed: Total] [added: Total] | |

| Owned facilities | [removed: 4.5] [added: 4.4] | | | [removed: 0.3] [added: 0.4] | | | 4.8 | |

| Leased facilities | [removed: 1.1] [added: 0.9] | | | [removed: 5.1] [added: 5.3] | | | 6.2 | |

Our facility leases expire at varying dates through [removed: 2026,] [added: 2032,] not including renewals that are at our option.

Several other owned and leased facilities are under construction totaling approximately [removed: 437,000] [added: 1.3 million] additional square [removed: feet.][added: feet, primarily related to the construction of new facilities in India and a new manufacturing facility in Singapore.]

| Total | 5.3 | | | 5.7 | | | 11.0 | |

Our QCT segment also operates leased manufacturing facilities in Germany, China and Singapore.

| Total | 5.6 | | | 5.4 | | | 11.0 | |

Our consolidated RF360 Holdings joint venture with TDK leases manufacturing facilities in Germany, China and Singapore.

[removed: Part II][added: Part II]

[removed: Market] [added: Market] Information and [removed: Dividends][added: Dividends]

Our common stock is traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “QCOM.” At November [removed: 5, 2018,] [added: 4, 2019,] there were [removed: 6,887] [added: 6,683] holders of record of our common stock.

[removed: Share-Based Compensation][added: Share-Based Compensation]

Additional information regarding our share-based compensation plans and plan activity for fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note 5.

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

Issuer purchases of equity securities during the fourth quarter of fiscal [removed: 2018] [added: 2019] were:

| | [removed: Total] [added: Total] Number [removed: of Shares Purchased] [added: of Shares Purchased] | | | [removed: Average] [added: Average] Price Paid Per Share [removed: (1)] [added: (1)] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs] | | | [removed: Approximate] [added: Approximate] Dollar Value of Shares that May Yet [removed: Be Purchased] [added: Be Purchased] Under the Plans or [removed: Programs (2)] [added: Programs (2)] | | |

| | [removed: (In thousands)] [added: (In thousands)] | | | | | | | [removed: (In thousands)] [added: (In thousands)] | | | [removed: (In millions)] [added: (In millions)] | | |

| August [removed: 27, 2018] [added: 26, 2019] to September [removed: 30, 2018] [added: 29, 2019] | | | | | | | | | | | | | |

| (2) | On July 26, 2018, we announced a repurchase program authorizing us to repurchase up to $30 billion of our common [removed: stock replacing the existing $10 billion stock repurchase authorization.] [added: stock.] At September [removed: 30, 2018, $8.9] [added: 29, 2019, $7.1] billion remained authorized for repurchase. The stock repurchase program has no expiration date. Since September [removed: 30, 2018,] [added: 29, 2019,] we repurchased and retired [removed: 8.5] [added: 3.9] million shares of common stock for [removed: $542] [added: $300] million. [added: Shares withheld to satisfy statutory tax withholding requirements related to the vesting of share-based awards are not issued or considered stock repurchases under our stock repurchase program and, therefore, are excluded from the table above.] |

| (3) | In September 2018, we entered into three accelerated share repurchase agreements (ASR Agreements) to repurchase an aggregate of $16.0 billion of our common stock. During the fourth quarter of fiscal 2018, 178.4 million shares were initially delivered to us under the ASR Agreements and were retired. [removed: Pursuant to the terms of the] [added: The] ASR [removed: Agreements,] [added: Agreements were completed during] the [removed: final number] [added: fourth quarter] of [removed: shares] [added: fiscal 2019,] and [removed: the average] [added: an] |

| July 1, 2019 to July 28, 2019 | 2,368 | | | $ | 76.01 | | | 2,368 | | | $ | 7,589 | |

| July 29, 2019 to August 25, 2019 | 2,502 | | | 71.94 | | | | 2,502 | | | 7,409 | | |

| Other repurchases | 4,489 | | | 77.07 | | | | 4,489 | | | 7,063 | | |

| Accelerated share repurchases (3) | 68,682 | | | | | | | 68,682 | | | 7,063 | | |

| Total | 78,041 | | | | | | | 78,041 | | | | | |

additional 68.7 million shares were delivered to us and were retired, comprising the final delivery of shares under the ASR Agreements.

In total, 247.1 million shares were delivered to us under the ASR Agreements at an average price per share of $64.76.

| June 25, 2018 to July 22, 2018 | — | | | $ | — | | | — | | | $ | 9,000 | |

| July 23, 2018 to August 26, 2018 | — | | | — | | | | — | | | 30,000 | | |

| Accelerated share repurchases (3) | 178,397 | | | | | | | 178,397 | | | 14,000 | | |

| Other repurchases (4) | 76,205 | | | 67.50 | | | | 76,205 | | | 8,856 | | |

| Total | 254,602 | | | | | | | 254,602 | | | | | |

| | |

| --- | --- |

purchase price will be determined at the end of the applicable purchase periods, which are scheduled to occur in August 2019 but may occur earlier in certain circumstances.

| (4) | Other repurchases result from the completion of a “modified Dutch auction” tender offer in August 2018. |

| | [removed: Years] [added: Years] Ended [removed: (1)] [added: (1)] | | | | | | | | | | | | | | | | | | |

| | [removed: September 30, 2018] [added: September 29, 2019] | | | | [removed: September 24, 2017] [added: September 30, 2018] | | | | [removed: September 25, 2016] [added: September 24, 2017] | | | | [removed: September 27, 2015] [added: September 25, 2016] | | | | [removed: September 28, 2014] [added: September 27, 2015] | | |

| | [removed: (In] [added: (In] millions, except per share [removed: data)] [added: data)] | | | | | | | | | | | | | | | | | | |

| [removed: Statement] [added: Statement] of Operations [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Operating income | [removed: 742] [added: 7,667] | | | | [removed: 2,614] [added: 621] | | | | [removed: 6,495] [added: 2,581] | | | | [removed: 5,776] [added: 6,495] | | | | [removed: 7,550] [added: 5,776] | | |

| Net [removed: (loss)] income [added: (loss)] attributable to Qualcomm (2) | [removed: (4,864] [added: 4,386] | | [removed: )] | | [removed: 2,466] [added: (4,964] | | [added: )] | | [removed: 5,705] [added: 2,445] | | | | [removed: 5,271] [added: 5,705] | | | | [removed: 7,967] [added: 5,271] | | |

| [removed: Per] [added: Per] Share [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Basic [removed: (loss)] earnings [added: (loss)] per share attributable to Qualcomm: | [added: 3.63] | | | | [added: (3.39] | | [added: )] | | [added: 1.66] | | | | [added: 3.84] | | | | [added: 3.26] | | |

| Diluted [removed: (loss)] earnings [added: (loss)] per share attributable to Qualcomm: | [added: 3.59] | | | | [added: (3.39] | | [added: )] | | [added: 1.64] | | | | [added: 3.81] | | | | [added: 3.22] | | |

| Dividends per share announced | [removed: 2.38] [added: 2.48] | | | | [removed: 2.20] [added: 2.38] | | | | [removed: 2.02] [added: 2.20] | | | | [removed: 1.80] [added: 2.02] | | | | [removed: 1.54] [added: 1.80] | | |

| [removed: Balance] [added: Balance] Sheet [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Cash, cash equivalents and marketable securities (3) | $ | [removed: 12,123] [added: 12,296] | | | $ | [removed: 38,578] [added: 12,123] | | | $ | [removed: 32,350] [added: 38,578] | | | $ | [removed: 30,947] [added: 32,350] | | | $ | [removed: 32,022] [added: 30,947] | |

| Total assets (3) | [removed: 32,686] [added: 32,957] | | | | [removed: 65,486] [added: 32,718] | | | | [removed: 52,359] [added: 65,498] | | | | [removed: 50,796] [added: 52,359] | | | | [removed: 48,574] [added: 50,796] | | |

| Short-term debt (4) | [removed: 1,005] [added: 2,496] | | | | [removed: 2,495] [added: 1,005] | | | | [removed: 1,749] [added: 2,495] | | | | [removed: 1,000] [added: 1,749] | | | | [removed: —] [added: 1,000] | | |

| Long-term debt (5) | [removed: 15,365] [added: 13,437] | | | | [removed: 19,398] [added: 15,365] | | | | [removed: 10,008] [added: 19,398] | | | | [removed: 9,969] [added: 10,008] | | | | [removed: —] [added: 9,969] | | |

| Other long-term liabilities (6) | [removed: 1,225] [added: 4,516] | | | | [removed: 2,432] [added: 3,537] | | | | [removed: 895] [added: 2,432] | | | | [removed: 817] [added: 895] | | | | [removed: 428] [added: 817] | | |

| Total stockholders’ equity (3) | [removed: 928] [added: 4,909] | | | | [removed: 30,746] [added: 807] | | | | [removed: 31,768] [added: 30,725] | | | | [removed: 31,414] [added: 31,768] | | | | [removed: 39,166] [added: 31,414] | | |

| (1) | Our fiscal year ends on the last Sunday in September. The fiscal year ended September [removed: 30, 2018 included 53 weeks. The fiscal years ended] [added: 29, 2019,] September 24, 2017, September 25, [removed: 2016,] [added: 2016 and] September 27, 2015 [removed: and September 28, 2014] each included 52 weeks. [added: The fiscal year ended September 30, 2018 included 53 weeks.] |

[removed: | (2) | Revenues in fiscal 2018 were negatively impacted by our continued dispute with Apple and its contract manufacturers, partially offset by $600 million paid under an interim agreement with the other licensee in dispute (which dispute was previously disclosed).] Operating income in fiscal 2018 was further [removed: negatively] impacted by a $2.0 billion charge related to [added: a fee in connection with] the [removed: NXP] termination [removed: fee,] [added: of] a [added: purchase agreement to acquire NXP Semiconductors N.V., a] $1.2 billion charge related to [removed: the] [added: a] fine imposed by the [removed: European Commission] [added: EC] and $629 million in charges related to our Cost Plan, partially offset by a $676 million benefit resulting from [removed: the] [added: a] settlement with the Taiwan Fair Trade Commission (TFTC). [removed: Additionally, net loss for fiscal 2018 was negatively impacted by the $5.7 billion charge related to the Tax Legislation. |]

Revenues in fiscal 2017 were negatively impacted by actions taken by Apple and its contract manufacturers and [removed: the previously disclosed dispute with another licensee,] [added: Huawei,] who did not fully report or fully pay royalties due in the last three quarters of fiscal 2017, as well as a $940 million reduction to revenues recorded related to the BlackBerry arbitration.

Operating income was further [removed: negatively] impacted by $927 million and $778 million in charges related to the fines imposed by the Korea Fair Trade Commission and TFTC, respectively.

| (4) | Short-term debt was comprised of outstanding commercial paper and, in fiscal [added: 2019 and fiscal] 2017, the current portion of long-term debt. |

| (6) | Other long-term liabilities in this balance sheet data [removed: exclude] [added: includes non-current income taxes payable and excludes] unearned revenues. |

We have revised our prior period financial statements for the years ended September 30, 2018 and September 24, 2017 to reflect the correction of an immaterial error as described in this Annual Report in Notes to Consolidated Financial Statements, “Note 1.

Significant Accounting Policies” and “Note 12.

Revision of Prior Period Financial Statements.”

| Revenues (2) | $ | 24,273 | | | $ | 22,611 | | | $ | 22,258 | | | $ | 23,554 | | | $ | 25,281 | |

| (2) | Revenues in fiscal 2019 included $4.7 billion resulting from the settlement with Apple and its contract manufacturers. Revenues in fiscal 2019 also reflected the impact of the adoption of the new revenue recognition guidance in the first quarter of fiscal 2019. Operating income in fiscal 2019 was impacted by a $275 million charge attributed to a fine imposed by the European Commission (EC) and $213 million in net charges related to our Cost Plan. Additionally, net income for fiscal 2019 was impacted by a $2.5 billion charge to income tax expense resulting from the derecognition of a deferred tax asset related to the distributed intellectual property and a tax benefit of $570 million due to establishing new U.S. net deferred tax assets from making certain check-the-box elections. |

Revenues in fiscal 2018 were negatively impacted by our prior dispute with Apple and its contract manufacturers, partially offset by $600 million paid under an interim agreement with Huawei.

Additionally, net loss for fiscal 2018 was impacted by the $5.7 billion charge related to the Tax Legislation.

| Revenues | $ | 22,732 | | | $ | 22,291 | | | $ | 23,554 | | | $ | 25,281 | | | $ | 26,487 | |

| (Loss) income from continuing operations (2) | (4,864 | | ) | | 2,465 | | | | 5,702 | | | | 5,268 | | | | 7,534 | | |

| Discontinued operations, net of income taxes | — | | | | — | | | | — | | | | — | | | | 430 | | |

| Continuing operations | $ | (3.32 | ) | | $ | 1.67 | | | $ | 3.84 | | | $ | 3.26 | | | $ | 4.48 | |

| Discontinued operations | — | | | | — | | | | — | | | | — | | | | 0.25 | | |

| Net (loss) income | (3.32 | | ) | | 1.67 | | | | 3.84 | | | | 3.26 | | | | 4.73 | | |

| Continuing operations | (3.32 | | ) | | 1.65 | | | | 3.81 | | | | 3.22 | | | | 4.40 | | |

| Net (loss) income | (3.32 | | ) | | 1.65 | | | | 3.81 | | | | 3.22 | | | | 4.65 | | |

Our consolidated financial statements at September [removed: 30, 2018] [added: 29, 2019] and September [removed: 24, 2017] [added: 30, 2018] and for each of the three years in the period ended September [removed: 30, 2018] [added: 29, 2019] and the Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, are included in this Annual Report on pages F-1 through [removed: F-49.][added: F-44.]

[removed: Conclusion] [added: Conclusion] Regarding the Effectiveness of Disclosure Controls and [removed: Procedures][added: Procedures]

Under the supervision and with the participation of our management, including our principal executive officer and [added: our] principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such terms are defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Under the supervision and with the participation of our management, including our principal executive officer and [added: our] principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.][added: (2013)*]

Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of September [removed: 30, 2018.][added: 29, 2019.]

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited [removed: the] [added: our] consolidated financial statements included in this Annual Report, has also audited the effectiveness of our internal control over financial reporting as of September [removed: 30, 2018,] [added: 29, 2019,] as stated in its report which appears on pages F-1 through [removed: F-2] [added: F-4] in this Annual Report.

[removed: Inherent] [added: Inherent] Limitations over Internal [removed: Controls][added: Controls]

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

There were no changes in our internal control over financial reporting during the fourth quarter of fiscal [removed: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: Part III][added: Part III]

The information required by this item regarding directors is incorporated by reference to our [removed: 2019] [added: 2020] Proxy Statement [added: to be filed with the SEC in connection with our 2020 Annual Meeting of Stockholders (2020 Proxy Statement) in “Proposal 1: Election of Directors”] under the [removed: headings] [added: heading] “Nominees for [removed: Election” and “Section 16(a) Beneficial Ownership Reporting Compliance.”] [added: Election.”] Certain information required by this item regarding executive officers is set forth in Item 1 of Part I of this Report under the [removed: caption “Executive Officers,” and certain information is incorporated by reference to the 2019 Proxy Statement under the] heading [removed: “Section 16(a) Beneficial Ownership Reporting Compliance.”] [added: “Executive Officers.”] The information required by this item regarding corporate governance is incorporated by reference to [removed: the 2019] [added: our 2020] Proxy Statement [added: in the section titled “Corporate Governance”] under the headings “Code of Ethics and Corporate Governance Principles and Practices,” [removed: “Director Nominations” and] “Board Meetings, Committees and [removed: Attendance.”][added: Attendance” and “Director Nominations.”]

The information required by this item is incorporated by reference to [removed: the 2019] [added: our 2020] Proxy Statement [removed: under] [added: in] the [removed: headings] [added: sections titled “HR and Compensation Committee Report,”] “Executive Compensation and Related [removed: Information,” “Compensation Tables] [added: Information”] and [removed: Narrative Disclosures,”] “Director Compensation,” [added: and in the section titled “Stock Ownership of Certain Beneficial Owners and Management” under the heading] “Compensation Committee Interlocks and Insider [removed: Participation” and “Compensation Committee Report.”][added: Participation.”]

The information required by this item is incorporated by reference to [removed: the 2019] [added: our 2020] Proxy Statement [removed: under] [added: in] the [removed: headings “Equity Compensation Plan Information” and] [added: section titled] “Stock Ownership of Certain Beneficial Owners and [removed: Management.”][added: Management,” and in “Proposal 3” under the heading “Equity Compensation Plan Information.”]

The information required by this item is incorporated by reference to [removed: the 2019] [added: our 2020] Proxy Statement [removed: under] [added: in] the [removed: headings] [added: section titled] “Certain Relationships and Related-Person [removed: Transactions”] [added: Transactions,”] and [added: in the section titled “Corporate Governance” under the heading] “Director Independence.”

[removed: PART IV][added: PART IV]

The information required by this item is incorporated by reference to our 2020 Proxy Statement in “Proposal 2: Ratification of Selection of Independent Public Accountants.”

The information required by this item is incorporated by reference to the 2019 Proxy Statement under the heading “Fees for Professional Services” and “Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Public Accountants.”

| | | [removed: Page] [added: Page] | | |

| | | [removed: Number] [added: Number] | | |

| Consolidated Balance Sheets at September [removed: 30, 2018] [added: 29, 2019] and September [removed: 24, 2017] [added: 30, 2018] | | [removed: F-3] [added: F-5] | | |

| Consolidated Statements of Operations for Fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | | [removed: F-4] [added: F-6] | | |

| Consolidated Statements of Comprehensive [removed: (Loss)] Income [added: (Loss)] for Fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | | [removed: F-5] [added: F-7] | | |

| Consolidated Statements of Cash Flows for Fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | | [removed: F-6] [added: F-8] | | |

| Consolidated Statements of Stockholders’ Equity for Fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | | [removed: F-7] [added: F-9] | | |

| Notes to Consolidated Financial Statements | | [removed: F-8] [added: F-10] | | |

| (2) Schedule II - Valuation and Qualifying Accounts for Fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | | S-1 | | |

| [removed: Exhibit Number] [added: Exhibit Number] | | [removed: Exhibit Description] [added: Exhibit Description] | | [removed: Form] [added: Form] | | [removed: File No./ Film No.] | | [removed: Date] [added: Date] of First [removed: Filing] [added: Filing] | | [removed: Exhibit Number] [added: Exhibit Number] | | [removed: Filed Herewith] [added: Filed Herewith] |

| 2.1 | | [Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (1)](http://www.sec.gov/Archives/edgar/data/804328/000119312516428370/d119955dex21.htm) | | 8-K | | [removed: 000-19528/ 161339867] | | 1/13/2016 | | 2.1 | | |

| 2.2 | | [Amendment #1, dated December 20, 2016, to Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (1)](http://www.sec.gov/Archives/edgar/data/804328/000123445217000028/qcom122516ex23.htm) | | 10-Q | | [removed: 000-19528/ 17546539] | | 1/25/2017 | | 2.3 | | |

| 2.3 | | [Amendment #2, dated January 19, 2017, to Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (1)](http://www.sec.gov/Archives/edgar/data/804328/000123445217000028/qcom122516ex24.htm) | | 10-Q | | [removed: 000-19528/ 17546539] | | 1/25/2017 | | 2.4 | | |

| 2.4 | | [Amendment #3, dated February 3, 2017, to Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (1)](http://www.sec.gov/Archives/edgar/data/804328/000123445217000077/qcom032617ex26.htm) | | 10-Q | | [removed: 000-19528/ 17770305] | | 4/19/2017 | | 2.6 | | |