Qualcomm (QCOM) 10-K risk factor changes: FY2021 vs FY2020
The 2021-09-26 10-K against the 2020-09-27 one, compared heading by heading and sentence by sentence.
Item 1A154 rewritten49 added29 removed263 unchanged
All filing items1,071 rewritten520 added710 removed1,399 unchanged
Summary
counted, not written
- Item 1A lists 24 risk factor headings: 2 new, 9 reworded and 13 unchanged since FY2020. 2 headings from FY2020 no longer appear.
- Sentence by sentence, 520 added, 710 removed, 1,071 rewritten and 1,399 unchanged across 18 items that differ.
New Item 1A headings (2)
- The coronavirus (COVID-19) pandemic had an adverse effect on our business and results of operations, and may continue to impact us in the future.
- We may not be able to attract and retain qualified employees, and our attempts to fully reopen our offices and operate under a hybrid working environment may not be successful.
Removed Item 1A headings (2)
- The recent coronavirus (COVID-19) pandemic has had an adverse effect on our business and results of operations, and we expect its impact will continue, at least in the near term.
- We may not be able to attract and retain qualified employees.
Reworded Item 1A headings (9)
- Our growth depends in part on our ability to extend our technologies and products into new and expanded product areas, and
[removed: adjacent industry segments or][added: industries and] applications beyond[removed: mobile.][added: mobile handsets.] Our research, development and other investments in these new and expanded product areas,[removed: industry segments or][added: industries and] applications, and related technologies and products, as well as in our existing technologies and products, and new technologies, may not generate operating income or contribute to future results of operations that meet our expectations. - We may engage in
[removed: strategic]acquisitions and other [added: strategic] transactions or make investments, or be unable to consummate planned strategic acquisitions, which could adversely affect our results of operations or fail to enhance stockholder value. - We depend on a limited number of third-party suppliers for the procurement,
[removed: manufacture][added: manufacture, assembly] and testing of our products manufactured in a fabless production model. If we fail to execute supply strategies that provide supply assurance, technology leadership and reasonable margins, our business and results of operations may be harmed. We are also subject to order and shipment uncertainties that could negatively impact our results of operations. - There are numerous risks associated with the operation and control of our manufacturing facilities, including a higher portion of fixed costs relative to a fabless
[removed: model,][added: model;] environmental compliance and[removed: liability,][added: liability;] impacts related to climate[removed: change,][added: change;] exposure to natural disasters, [added: health crises and cyber-attacks;] timely supply of equipment and[removed: materials,][added: materials;] and various manufacturing issues. - Our business and operations could suffer in the event of security breaches of our
[removed: information technology][added: IT] systems, or other misappropriation of our technology, intellectual property or other proprietary or confidential information. - The continued and future success of our licensing programs requires us to continue to evolve our patent portfolio and to renew or renegotiate license agreements that are
[removed: expiring or to cover additional future patents.][added: expiring.] - Efforts by some
[removed: OEMs][added: original equipment manufacturers (OEMs)] to avoid paying fair and reasonable royalties for the use of our intellectual property may require the investment of substantial management time and financial resources and may result in legal decisions or actions by governments, courts, regulators or agencies, Standards Development Organizations (SDOs) or other industry organizations that harm our business. - Changes in our patent licensing practices, whether due to governmental
[removed: investigations or private][added: investigations,] legal[removed: proceedings challenging those practices,][added: challenges] or otherwise, could adversely impact our business and results of operations. - Our business may suffer as a result of adverse rulings in
[removed: government][added: governmental] investigations or proceedings.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
154 rewritten, 49 added, 29 removed, 263 unchanged
The [removed: recent] coronavirus (COVID-19) pandemic [removed: has] had an adverse effect on our business and results of operations, and [removed: we expect its] [added: may continue to] impact [removed: will continue, at least] [added: us] in the [removed: near term.][added: future.]
The rapid, global spread of COVID-19 and the fear it [removed: has] created [removed: has] resulted in significant economic uncertainty, significant declines in business and consumer confidence and global demand in the wireless industry (among [removed: others),] [added: others) and] a global economic slowdown, [removed: and has led to] [added: which resulted in] a global recession.
Specifically, [added: throughout most of calendar 2020 and into early calendar 2021,] the decline in demand for smartphones and other consumer devices sold by our customers or licensees [removed: has] resulted in decreased demand for our integrated circuit products (which are incorporated into such devices) and a decrease in the royalties we [removed: earn] [added: earned] on the licensing of our intellectual property (which is dependent upon the number of such devices sold that utilize our intellectual property).
[removed: Although the spread of] [added: The] COVID-19 [removed: has] [added: pandemic also] caused us to modify our workforce practices, such as having the vast majority of our employees working from [removed: home, we have not experienced a significant negative impact to our business or results of][added: home.]
[removed: However, we] [added: We] could be negatively affected in the future if, among others, a significant number of our employees, or employees who perform critical functions, become ill and/or are quarantined as the result of exposure to COVID-19, or if government policies restrict the ability of those employees to perform their critical functions.
The COVID-19 pandemic could [removed: also] impact our business, results of operations and financial condition [added: in the future] through delayed, reduced or cancelled customer orders; [added: disruptions or delays in our supply chain;] the inability of our customers or licensees to purchase or pay for our products or technologies; the insolvency of key suppliers, customers or licensees; delays in reporting or payments from our customers or licensees; or failures by other counterparties.
Additionally, [added: federal,] state or [removed: federal] [added: foreign] governments may in the future increase corporate tax rates, increase employer payroll tax obligations and/or otherwise change tax laws to pay for stimulus and other actions that [added: have been and] may [added: in the future] be taken as a result of [removed: COVID-19.][added: the COVID-19 pandemic.]
The degree to which the COVID-19 pandemic impacts our future business, results of operations and financial condition will depend on future developments, which are uncertain, including but not limited to the duration, spread and severity of the [removed: pandemic,] [added: pandemic; the availability, adoption and efficacy of vaccines; the emergence, spread and severity of new variants of COVID-19, and the protection afforded by vaccines against such variants;] government responses and other actions to mitigate the spread of and to treat [removed: COVID-19,] [added: COVID-19;] and when and to what extent normal business, economic and social activity and conditions resume.
Finally, the COVID-19 pandemic [removed: makes] [added: may make] it [removed: challenging] [added: harder] for management to estimate the future performance of our business.
We 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 multimode devices, as well as [removed: 3G,] 4G [removed: and 5G] single-mode devices, and to establish the selling prices for such devices.
Further, the timing of our [removed: shipment] [added: shipments] of our products is dependent on the timing of our customers’ and licensees’ deployments of new devices and services based on these technologies.
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 [removed: mobile,] [added: mobile handsets,] such as automotive and IoT, among others.
Our revenues 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, [removed: if] [added: if:] our customers’ and licensees’ revenues and sales of products, particularly premium-tier products, and services using these technologies, and average selling prices of such products, decline due to, for example, the maturity of smartphone penetration in developed [removed: regions and] [added: regions, including] China; [added: we do not continue to maintain] our intellectual property and technical leadership [removed: included] in [removed: the continued] [added: 5G, including in ongoing] 5G standardization [removed: effort is less than in 3G and 4G standards;] [added: efforts;] we are unable to drive the adoption of our products into networks and devices, including devices beyond [removed: mobile;] [added: mobile handsets;] or consumers’ rates of replacement of smartphones and other computing devices decline.
[removed: We expect competition to increase] [added: Competition may intensify] as our current competitors expand their product offerings, improve their products or reduce the prices of their products as part of a strategy to maintain existing business and customers or attract new business and customers, as new opportunities develop, and as new competitors enter the industry.
Competition in wireless communications is affected by various factors that include, among others: OEM concentrations; vertical integration; competition in certain geographic regions; government intervention or support of national industries or competitors; the ability to maintain product differentiation as the result of evolving industry standards and speed of technological change (including the transition to smaller geometry process technologies and the demand for always on, always connected capabilities); [added: access to capacity in the supply chain;] and value-added features that drive selling prices and consumer demand for new 3G/4G and 3G/4G/5G multimode devices, as well as 3G and 4G single-mode devices.
For example, if any key supplier of technologies and intellectual property to the semiconductor industry was sold to one of our competitors, it could negatively affect our ability to [added: procure or license such technologies and intellectual property in the future, at all or upon acceptable terms which could have wide-ranging impacts on our business and operations.]
- differentiate our integrated circuit products with innovative technologies across multiple products and features (e.g., modem, radio frequency front-end (RFFE), including [removed: mmWave,] [added: millimeter wave (mmWave),] graphics and other processors, camera and connectivity) and with smaller geometry process technologies that drive both performance and lower power consumption;
- increase or accelerate adoption of our technologies and products in [removed: industry segments or] [added: industries and] applications outside of [removed: mobile,] [added: mobile handsets,] including automotive and IoT;
- create standalone value and contribute to the success of our existing businesses through acquisitions, joint ventures and other [added: strategic] transactions, and by developing customer, licensee, vendor, distributor and other channel relationships in new [removed: industry segments or applications and with disruptive technologies] [added: industries] and [removed: products;][added: applications;]
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, industry [removed: segment] or standard product, including those that produce products for [removed: mobile,] [added: mobile handsets,] automotive and IoT, among others.
Most of these competitors compete with us with respect to some, but not all, of our [removed: businesses.][added: businesses or product lines.]
Examples (some of which are strategic partners of ours in other areas) include Broadcom, [removed: HiSilicon,] MediaTek, Nvidia, NXP Semiconductors, Qorvo, Samsung, Skyworks, Texas Instruments and UNISOC (formally known as Spreadtrum Communications).
Some of these current and potential competitors may have advantages over us that include, among others: motivation by our customers in certain circumstances to use our competitors’ integrated circuit products, to utilize their own internally-developed integrated circuit [removed: products, or] [added: products and/or] sell such products to others, or to utilize alternative technologies; lower cost structures or a willingness and ability to accept lower prices or lower margins for their products, particularly in China; foreign government support of other technologies, competitors or OEMs that sell devices that do not contain our integrated circuit products; better known brand names; ownership and control of manufacturing facilities and greater expertise in manufacturing processes; more extensive relationships with local distribution companies and OEMs in certain geographic regions (such as China); more experience in [removed: adjacent industry segments or] [added: industries and] applications beyond mobile [added: handsets] (such as automotive and IoT); and a more established presence in certain regions.
See also the Risk Factor [removed: entitled] [added: titled] “*Our business, particularly our semiconductor business, may suffer as a result of our customers vertically integrating (i.e., developing their own integrated circuit products)*.” Further, political actions, including trade and/or national security protection policies, or other actions by governments, particularly the U.S. and Chinese governments, have in the past, currently are and could in the future limit or [added: prevent us from transacting business with certain of our customers or suppliers, limit, prevent or discourage certain of our customers or suppliers from transacting business with us, or make it more expensive to do so.]
See also the Risk Factor [removed: entitled] [added: titled] “*A significant portion of our business is concentrated in China, and the risks of such concentration are exacerbated by U.S./China trade and national security tensions.*” Further, certain of our competitors develop and sell multiple components (including integrated circuit products) for use in devices and sell those components together to OEMs.
Certain of these dynamics are particularly pronounced in emerging regions and China where competitors may have lower cost structures or may have a [removed: willingness and ability to accept lower prices or lower margins on their products.]
We derive a significant portion of our revenues from a small number of [removed: customers,] [added: customers] and [added: licensees, and] particularly from their sale of premium tier devices, and we expect this trend to continue in the foreseeable future.
[added: Certain] Chinese OEMs continue to grow their device share in China and are increasing their device share in regions outside of China, and we derive a significant portion of our revenues from a small number of these OEMs as well.
In addition, a number of our largest integrated circuit customers have developed, are developing or may develop their own integrated circuit products, or may choose our competitors’ integrated circuit products, which they have in the past utilized, currently utilize and may in the future utilize in some (or all) of their devices, rather than our products, which could [removed: significantly reduce the revenues we derive from these customers.]
See also the Risk Factor [removed: entitled] [added: titled] “*Our business, particularly our semiconductor business, may suffer as a result of our customers vertically integrating (i.e., developing their own integrated circuit products)*.”
Further, political actions, including trade and/or national security protection policies, or other actions by governments, particularly the U.S. and Chinese governments, have in the [removed: past] [added: past, currently are] and could in the future limit or prevent us from transacting business with [removed: some] [added: certain] of our [removed: largest] customers, limit, prevent or discourage those customers from transacting business with us, or make it more expensive to do so, any of which could also significantly reduce the revenues we derive from these customers.
See also the Risk Factor [removed: entitled] [added: titled] “*A significant portion of our business is concentrated in China, and the risks of such concentration are exacerbated by U.S./China trade and national security tensions*.”
The loss of any one of our significant customers, a reduction in the purchases of our products by such customers or the [removed: cancelation] [added: cancellation] of significant purchases by any of these customers, whether due to the use of their own integrated circuit products or our competitors’ integrated circuit products, government restrictions, the COVID-19 pandemic or otherwise, would reduce our revenues and could harm our ability to achieve or sustain expected results of operations, and a delay of significant purchases, even if only temporary, would reduce our revenues in the period of the delay.
[removed: Further,] [added: Consequently,] to the extent Apple takes device share from our customers who purchase our integrated modem and application processor products, our revenues and margins may be negatively impacted.
Our industry has also [removed: experienced, and we expect it will continue to experience,] [added: experienced] slowing growth in the premium-tier device segment due to, among other factors, [removed: lengthening replacement cycles in developed regions, where premium-tier smartphones are common; increasing consumer demand in emerging regions where premium-tier smartphones are less common and replacement cycles are on average longer than in developed regions and are continuing to lengthen; and] a maturing premium-tier smartphone industry in which demand is increasingly driven by new product launches and innovation cycles.
Although we have more than 300 licensees, we derive a significant portion of our licensing revenues from a limited number of licensees, which includes a [removed: small] number of Chinese OEMs.
Apple has utilized modem products of one of our competitors in some of its devices rather than our products, and solely utilized one of our competitors’ products in several of its [removed: recent] [added: prior] device launches.
In April 2019, we entered into a [removed: new] multi-year chipset supply agreement with Apple and began shipping modems under this agreement in the third quarter of fiscal 2020.
See also the Risk Factor [removed: entitled] [added: titled] “*We derive a significant portion of our revenues from a small number of customers and licensees, and particularly from their sale of premium tier devices.
Due to various factors, including pressure, encouragement or incentives from, or policies of, the Chinese government (including its *Made in China 2025* campaign), concerns over losing access to our integrated circuit products as a result of actual, threatened or potential U.S. or Chinese government actions or policies, including trade protection or national security [added: policies, or other reasons, some of our Chinese integrated circuit customers have developed, and others may in the future develop, their own integrated circuit products and use such integrated circuit products in their devices, or use our competitors’ integrated circuit products in their devices, rather than our products.]
Further, our efforts to reopen our offices safely may not be successful, could expose our employees, customers, licensees and partners to health risks and us to associated liability, and could result in disruptions among our employees.
See also the Risk Factor titled “*We may not be able to attract and retain qualified employees, and our attempts to fully reopen our offices and operate under a hybrid working environment may not be successful.*”
To the extent the COVID-19 pandemic adversely affects our business, results of operations and financial condition, it may also have the effect of exacerbating the other risks discussed in this “Risk Factors” section.
See also “Notes to Consolidated Financial Statements, Note 1.
Significant Accounting Policies - Concentrations.”
significantly reduce the revenues we derive from these customers.
Further, while our product and revenue diversification strategies have resulted in an increasing portion of our revenues coming from outside of mobile handsets, e.g., from industries such as automotive and IoT, certain product categories within those industries may in themselves be subject to high levels of customer concentration.
In addition, supply/capacity constraints within the semiconductor industry may further incentivize our integrated circuit customers to vertically integrate in an effort to secure additional control over their supply chains.
Similarly, if, due to U.S. or Chinese government actions or policies, we were limited in or prohibited from obtaining critical integrated circuit products from our suppliers in China, our business, revenues, results of operations, cash flows and financial position could be materially harmed.
In addition, in order to successfully extend our technologies and products into new and expanded product areas, and industries and applications beyond mobile handsets, we may need to transition to new business models and transform aspects of our organization, and we may not be successful in doing so.
Additionally, we may not be successful in entering or expanding into new sales or
- an inability to procure or utilize raw materials, components or products from our suppliers due to government prohibitions or restrictions on transactions with certain countries and/or companies, and alternative suppliers, raw material sources or raw materials are not available or not available in acceptable time frames or upon acceptable terms;
- cyber-attacks on our suppliers’ information technology (IT) systems, including those related to their manufacturing foundries or assembly, test or other facilities; and
To the extent we have established or in the future establish alternate suppliers, these suppliers may require significant amounts of time and levels of
Further, the elimination or limitation of a foundry supplier’s ability to manufacture components or products for us due to trade or national security protection policies could increase our vulnerability to sole- or limited-source arrangements and limit or prevent us from procuring critical components or products from those suppliers.
In addition, we may not receive reasonable pricing, manufacturing or delivery terms from our suppliers, and our ability to obtain favorable terms may be diminished during times of high demand and/or limited manufacturing capacity for integrated circuit products.
Currently, the global semiconductor industry is experiencing demand for integrated circuits that exceeds the industry’s capacity to meet that demand.
Our ability to meet increased demand for our products has been and may continue to be limited due to the inability to obtain the additional manufacturing, assembly and test capacity necessary to fully meet such demand.
If we are unable to fully meet customer demand, this could result in lost sales opportunities, reduced revenue growth and harm to our customer relationships.
These issues may be exacerbated if customers overstate their expected demand requirements in order to procure additional supply, which could negatively impact our ability to forecast and to allocate supply appropriately among our customers.
These issues may also be exacerbated with respect to our platform solutions, which already entail a great deal of complexity due to differing lead-times, technologies and suppliers for each integrated circuit product included in such solutions.
See also the Risk Factor below titled *“There are numerous risks associated with the operation and control of our manufacturing facilities, including a higher portion of fixed costs relative to a fabless model; environmental compliance and liability; impacts related to climate change; exposure to natural disasters, health crises and cyber-attacks; timely supply of equipment and materials; and various manufacturing issues”* as similar risks, as well as additional risks, may be applicable to our third-party suppliers’ manufacturing facilities, which could result in disruptions to our business or additional costs to us, and negatively impact our results of operations.
During such periods, our
We are subject to many complex environmental, health and safety laws, regulations and rules in each jurisdiction in which we operate our R&D and manufacturing facilities.
The regulatory landscape in these areas continues to evolve, and we anticipate additional laws, regulations and rules in the future.
In particular, new, or changes in, environmental and climate change laws, regulations or rules, including relating to GHG emissions, could lead to new or additional investments in production processes and could increase environmental compliance expenditures.
See also the risk factor titled *“Our business may suffer due to the impact of, or our failure to comply with, the various existing, new or amended laws, regulations, policies or standards to which we are subject.”*
In addition, climate change could cause certain natural disasters, such as drought, wildfires, storms, flooding or rising sea levels, to occur more frequently or with greater intensity, which could pose physical risks to our manufacturing facilities or our suppliers’ facilities, could disrupt the availability of water necessary for the operation of our manufacturing facilities or our suppliers’ facilities, and could increase or decrease temperatures resulting in increased operating costs and/or business disruption.
Our manufacturing operations could also be disrupted by cyber-attacks on our IT systems, as described in the Risk Factor below titled *“Our business and operations could suffer in the event of security breaches of our IT systems, or other misappropriation of our technology, intellectual property or other proprietary or confidential information.”*
Further, to remain competitive and meet customer demand, we may be required to improve our facilities and process technologies and
Third parties that store and/or process our confidential information, or that provide products, software or services used in our IT infrastructure (including applications), may be subject to similar attacks, which could also result in malware being introduced into our IT infrastructure, e.g., through the third parties’ software updates.
We believe that we have a robust cybersecurity program that is aligned to international cybersecurity frameworks, and that we leverage industry best practices across people, processes and technologies in an attempt to mitigate cybersecurity threats.
However, we may not be able to anticipate, detect, repel or implement effective preventative measures against all cybersecurity threats, particularly because the techniques used are increasingly sophisticated and constantly evolving.
We may not be able to attract and retain qualified employees, and our attempts to fully reopen our offices and operate under a hybrid working environment may not be successful.
In addition, in order to extend our business into certain new and expanded product areas and/or industries and applications beyond mobile handsets, we will be required to attract, retain and motivate engineering and other technical personnel with specialized skills in these areas, and these skills are in high demand among our competitors.
Further, the increased availability of remote working arrangements, largely driven by the COVID-19 pandemic, has expanded the pool of companies that can compete for our employees and employment candidates.
The COVID-19 pandemic caused us to modify our workforce practices, including having the vast majority of our employees work from home.
As we reopen our offices, we intend to operate under a “hybrid” working environment, meaning that the majority of our employees will have the flexibility to work remotely at least some of the time, for the foreseeable future.
The hybrid working environment may impair our ability to maintain our collaborative and innovative culture, and may cause disruptions among our employees, including decreases in productivity, challenges in communications between on-site and off-site employees and, potentially, employee dissatisfaction and attrition.
If our attempts to safely reopen our offices and operate under a hybrid working environment are not successful, our business could be adversely impacted.
In addition to the risks and uncertainties set forth in the Risk Factor below entitled *“The recent coronavirus (COVID-19) pandemic has had an adverse effect on our business and results of operations, and we expect its impact will continue, at least in the near term,”* many of the risks and uncertainties set forth in the other Risk Factors below are exacerbated by the COVID-19 pandemic, government and business responses thereto and any further resulting decline in the global business and economic environment, and may be impacted by the extent and speed of the global economic recovery.
We expect that demand for our products and demand for the products of our customers and licensees will continue to be negatively impacted in the near term.
Further, while to date we have not seen a significant impact on our manufacturing facilities or our supply chain, the ability of our suppliers to deliver on their commitments to us, or our ability to ship our products to our customers, may be negatively impacted by the pandemic and/or government responses thereto, such as travel bans and restrictions, quarantines, shelter-in-place and social distancing orders, declarations of states of emergency and shutdowns.
operations.
We believe it is critical that we remain a leader in 5G technology development, standardization, intellectual property creation and technology licensing, and that we develop, commercialize and be a leading supplier of 5G integrated circuit products, in order to sustain and grow our business long-term.
procure or license such technologies and intellectual property in the future, which could have wide-ranging impacts on our business and operations.
prevent us from transacting business with certain of our customers or suppliers, limit, prevent or discourage certain of our customers or suppliers from transacting business with us, or make it more expensive to do so.
Such adverse impact may be mitigated by our per unit royalty caps that apply to certain categories of our licensees’ complete wireless devices, namely smartphones, tablets, laptops and smartwatches.
policies, or other reasons, some of our Chinese integrated circuit customers have developed, and others may in the future develop, their own integrated circuit products and use such integrated circuit products in their devices, or use our competitors’ integrated circuit products in their devices, rather than our products.
Some manufacturers and users of standard-compliant products advance
We may become subject to other litigation or governmental investigations or proceedings in the future.
Further, the licenses granted to and from us under a number of our license agreements include only patents that are either filed or issued prior to a certain date.
As a result, there are agreements with some licensees where later patents are not licensed by or to us.
We employ both turnkey and two-stage manufacturing models to purchase our integrated circuits.
Under the turnkey model, our foundry suppliers are responsible for delivering fully assembled and tested integrated circuits.
Under the two-stage manufacturing model, we purchase die in singular or wafer form from semiconductor manufacturing foundries and contract with separate third-party suppliers for manufacturing services such as wafer bump, probe, assembly and the majority of our final test requirements.
To the extent we do not have firm commitments from our suppliers over a specific time period or for any
In addition, we may not receive reasonable pricing, manufacturing or delivery terms from our suppliers.
We are subject to many environmental, health and safety laws and regulations in each jurisdiction in which we operate our manufacturing facilities, which govern, among other things, emissions of pollutants into the air; wastewater discharges; the use, storage, generation, handling and disposal of hazardous substances and other waste; the investigation and remediation of soil and ground water contamination; and the health and safety of our employees.
Such laws and regulations could also restrict our ability to modify or expand our facilities, could require us to acquire costly equipment, or could require other significant expenditures.
In addition, climate change may pose physical risks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could result in supply delays or disruptions.
In addition, third parties that we may rely on to store and/or process our confidential information may also be subject to similar threats.
These threats are constantly evolving, increasing the difficulty of successfully defending against them or implementing adequate preventative measures.
We seek to detect and investigate all security
See also the Risk Factor entitled “*Efforts by some OEMs to avoid paying fair and reasonable royalties for the use of our intellectual property may require the investment of substantial management time and financial resources and may result in legal decisions or actions by governments, courts, regulators or agencies, Standards Development Organizations (SDOs) or other industry organizations that harm our business*.”
customers, which in turn could harm our relationships with them and could result in a decline in our chipset sales or a reduction in our licensees’ sales to wireless operators, causing corresponding declines in our chipset or licensing revenues.
While we believe we have taken appropriate steps and employ adequate controls to protect our intellectual property, our contributions to and use of open source software presents risks that could have an adverse effect on these and on our business.
We may not be able to attract and retain qualified employees.
Partially to address BEPS, we moved certain intellectual property from Singapore to the United States as part of our 2018 and 2019 restructuring.
An excerpt. Shown here: 40 of 154 rewritten, 40 of 49 added and all 29 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2021 filing and the FY2020 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
131 rewritten, 97 added, 205 removed, 115 unchanged
Actual results may differ materially from those referred to herein due to a number of factors, including but not limited to [added: the] risks described in “Part I, Item 1A.
Fiscal [removed: 2020] [added: 2021] Overview and Other Recent Events
Revenues were [removed: $23.5] [added: $33.6] billion, [removed: a decrease] [added: an increase] of [removed: 3%] [added: 43%] compared to revenues of [removed: $24.3] [added: $23.5] billion in fiscal [removed: 2019,] [added: 2020,] with net income of [removed: $5.2] [added: $9.0] billion, an increase of [removed: 19%] [added: 74%] compared to net income of [removed: $4.4] [added: $5.2] billion in fiscal [removed: 2019.][added: 2020.]
Highlights [removed: and other events] from fiscal [removed: 2020] [added: 2021] and other recent events included:
[removed: -] In July 2020, we entered into a settlement agreement with Huawei to resolve our prior dispute related to [removed: our] [added: the] license agreement that expired on December 31, 2019.
We also entered into a new long-term, global patent license agreement that [removed: contains a cross license granting rights to certain of Huawei’s patents and] applies to sales of certain wireless products by Huawei beginning on January 1, 2020.
[removed: We recorded revenues of] [added: \-] $1.8 billion in [removed: fiscal 2020, which were not allocated to our segment results, related to] [added: licensing revenues from Huawei recorded in] the [added: fourth quarter of fiscal 2020 resulting from] amounts due [removed: from Huawei] under the settlement agreement [added: signed in July 2020] and royalties for sales made in the March 2020 and June 2020 quarters under the new global patent license [removed: agreement.][added: agreement signed in July 2020 (which were not allocated to our segment results)]
[removed: In the fourth quarter of fiscal 2020,] [added: \- decrease in licensing revenues from] Huawei [removed: paid the first installment] [added: recorded in fiscal 2020 resulting from amounts due] under the settlement agreement and [removed: the] royalties [removed: due] for [added: sales made in] the March 2020 and June 2020 [removed: quarters.][added: quarters under the new global patent licensing agreement]
We conduct business primarily through our QCT (Qualcomm CDMA Technologies) semiconductor business and our QTL (Qualcomm [added: Technology Licensing) licensing business.]
This has resulted in fluctuations in QCT revenues in advance of and during device launches incorporating our products and in QTL revenues when [removed: the related royalties were recognized, which prior to fiscal 2019 was when licensees reported their sales and beginning in fiscal 2019 when the] licensees’ sales [removed: occurred.][added: occur.]
Further, the trends for QTL have been, and may in the future be, impacted by disputes and/or resolutions with licensees and/or governmental investigations or [removed: proceedings, including the lawsuit filed against us by the FTC.][added: proceedings.]
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] Change | | | | | | [removed: 2019 vs. 2018 Change] | | |
| Equipment and services | | | $ | [removed: 16,298] [added: 26,741] | | | | | $ | [removed: 14,611] [added: 16,298] | | | | | [removed: $] | [removed: 17,400] | | | | | $ | [removed: 1,687] [added: 10,443] | | | | | [removed: $] | [removed: (2,789)] | |
[removed: 2020] [added: 2021] vs. [removed: 2019][added: 2020]
The [removed: decrease] [added: increase] in revenues in fiscal [removed: 2020] [added: 2021] was primarily due to:
[removed: \- $116 million] [added: + $10.4 billion] in [removed: lower] [added: higher] equipment and services revenues from our [removed: QSI] [added: QCT] segment
[removed: \+ $1.8] [added: + $1.3] billion in higher [removed: equipment and services] [added: licensing] revenues from our [removed: QCT] [added: QTL] segment
The increase in [added: QCT] revenues in fiscal [removed: 2019] [added: 2021] was primarily due to:
| Gross margin | | | [removed: 61] [added: 58] | | % | | | | [removed: 65] [added: 61] | | % | | | | [removed: 55] | | [removed: %] | | | | | | | | | | | | |
[removed: The decrease in] [added: Gross] margin percentage [added: decreased] in fiscal [removed: 2020 was] [added: 2021] primarily due to:
The increase in [removed: margin percentage] [added: QSI EBT] in fiscal [removed: 2019] [added: 2021] was [removed: primarily] due to:
| Research and development | | | $ | [removed: 5,975] [added: 7,176] | | | | | $ | [removed: 5,398] [added: 5,975] | | | | | [removed: $] | [removed: 5,625] | | | | | $ | [removed: 577] [added: 1,201] | | | | | [removed: $] | [removed: (227)] | |
| % of revenues | | | [removed: 25] [added: 21] | | % | | | | [removed: 22] [added: 25] | | % | | | | [removed: 25] | | [removed: %] | | | | | | | | | | | | |
The increase in research and development expenses in fiscal [removed: 2020] [added: 2021] was [removed: primarily] due to:
+ [removed: $426] [added: $793] million increase driven by higher costs related to the development of wireless and integrated circuit [removed: technologies, including] [added: technologies (including] 5G and application processor [removed: technologies, partially offset by lower] [added: technologies), a portion of which was attributable to higher] employee cash incentive program costs
+ [removed: $148] [added: $362] million [added: increase] in [removed: higher] share-based compensation expense
The [removed: decrease] [added: increase] in [removed: research] [added: selling, general] and [removed: development] [added: administrative] expenses in fiscal [removed: 2019] [added: 2021] was primarily due to:
| Selling, general and administrative | | | $ | [removed: 2,074] [added: 2,339] | | | | | $ | [removed: 2,195] [added: 2,074] | | | | | [removed: $] | [removed: 2,986] | | | | | $ | [removed: (121)] [added: 265] | | | | | [removed: $] | [removed: (791)] | |
| % of revenues | | | [removed: 9] [added: 7] | | % | | | | 9 | | % | | | | [removed: 13] | | [removed: %] | | | | | | | | | | | | |
| Interest expense | | | $ | [removed: 602] [added: 559] | | | | | $ | [removed: 627] [added: 602] | | | | | [removed: $] | [removed: 768] | | | | | $ | [removed: (25)] [added: (43)] | | | | | [removed: $] | [removed: (141)] | |
| Interest and dividend income | | | $ | [removed: 156] [added: 83] | | | | | $ | [removed: 300] [added: 156] | | | | | [removed: $] | [removed: 611] | | | | | $ | [removed: (144)] [added: (73)] | | | | | [removed: $] | [removed: (311)] | |
| Net gains on marketable securities | | | [removed: 198] [added: 427] | | | | | | [removed: 295] [added: 198] | | | | | | [removed: 21] | | | | | | [removed: (97)] [added: 229] | | | | | | [removed: 274] | | |
| Net gains on other investments | | | [removed: 108] [added: 470] | | | | | | [removed: 68] [added: 108] | | | | | | [removed: 83] | | | | | | [removed: 40] [added: 362] | | | | | | [removed: (15)] | | |
| Net gains on deferred compensation plan assets | | | [removed: 47] [added: 130] | | | | | | [removed: 9] [added: 47] | | | | | | [removed: 34] | | | | | | [removed: 38] [added: 83] | | | | | | [removed: (25)] | | |
| Impairment losses on other investments | | | [removed: (405)] [added: (33)] | | | | | | [removed: (135)] [added: (405)] | | | | | | [removed: (75)] | | | | | | [removed: (270)] [added: 372] | | | | | | [removed: (60)] | | |
| Net [removed: gains] (losses) [added: gains] on derivative instruments | | | [removed: 8] [added: (14)] | | | | | | [removed: (14)] [added: 8] | | | | | | [removed: (27)] | | | | | | [removed: 22] [added: (22)] | | | | | | [removed: 13] | | |
| Equity in net [removed: losses] [added: earnings (losses)] of investees | | | [removed: (21)] [added: 13] | | | | | | [removed: (93)] [added: (21)] | | | | | | [removed: (145)] | | | | | | [removed: 72] [added: 34] | | | | | | [removed: 52] | | |
| Net [removed: (losses) gains] [added: losses] on foreign currency transactions | | | [removed: (25)] [added: (32)] | | | | | | [removed: 11] [added: (25)] | | | | | | [removed: 37] | | | | | | [removed: (36)] [added: (7)] | | | | | | [removed: (26)] | | |
The [removed: increase in] impairment losses in fiscal 2020 [removed: was] [added: were] due in part to the impact COVID-19 had on certain of our investees.
[removed: The decrease in net] [added: Net] gains on marketable securities [removed: in] [added: for] fiscal [removed: 2020] [added: 2021] was primarily driven by [removed: prior year gains resulting from] the initial public [removed: offering] [added: offerings] of certain [removed: non-marketable] [added: QSI] equity [removed: investments in fiscal 2019.][added: investments.]
The following section generally discusses fiscal 2021 and 2020 items and year-to-year comparisons between fiscal 2021 and 2020.
Discussions of fiscal 2019 items and year-to-year comparisons between fiscal 2020 and 2019 that are not included in this Annual Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 27, 2020.
- QCT revenues increased by 64% in fiscal 2021 compared to the prior year, primarily due to an increase in demand for 5G products across handsets and RFFE, in part reflecting a recovery from the negative impacts of COVID-19, along with higher automotive and IoT revenues.
- QTL revenues increased by 26% in fiscal 2021 compared to the prior year, primarily due to an increase in estimated sales of 3G/4G/5G-based multimode products, in part reflecting a recovery from the negative impacts of COVID-19.
- QSI earnings before income taxes increased by $927 million compared to the prior year, primarily due to higher net gains on investments.
- On March 16, 2021, we completed the acquisition of NUVIA for $1.1 billion, net of cash acquired.
NUVIA has certain in-process technologies and is comprised of a CPU (central processing unit) and technology design team with expertise in high performance processors, SoC (system-on-chip) and power management for compute-intensive devices and applications.
Upon completion of development, NUVIA’s technologies are expected to be integrated into certain QCT products.
- On March 26, 2021, the FTC’s deadline for filing a petition for certiorari with the U.S. Supreme Court to seek review of the Ninth Circuit’s decision in our favor in *United States Federal Trade Commission (FTC) v.
QUALCOMM Incorporated* expired.
The case is now over.
- In October 2021, we and SSW Partners, a New York-based investment partnership, entered into a definitive agreement to acquire Veoneer, Inc. (Veoneer) for $37.00 per share in cash, which values the estimated total cash consideration to be paid to Veoneer’s shareholders at approximately $4.5 billion.
At closing, SSW Partners will acquire all of the outstanding capital stock of Veoneer, shortly after which it will sell Veoneer’s Arriver business to Qualcomm and retain Veoneer’s Tier-1 automotive supplier businesses.
Following the close of the Arriver business sale, we intend to incorporate Arriver’s computer vision, drive policy and driver assistance technologies into our Snapdragon automotive platform to deliver an open and competitive ADAS platform for automakers and Tier-1 automotive suppliers.
Subject to the satisfaction of closing conditions, the acquisition is expected to close in 2022.
These trends may or may not continue in the future.
| Licensing | | | 6,825 | | | | | | 7,233 | | | | | | | | | | | | (408) | | | | | | | | |
| | | | $ | 33,566 | | | | | $ | 23,531 | | | | | | | | | | | $ | 10,035 | | | | | | | |
| | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021 vs. 2020 Change | | | | | | | | |
| Cost of revenues | | | $ | 14,262 | | | | | $ | 9,255 | | | | | | | | | | | $ | 5,007 | | | | | | | |
2021 vs. 2020
\- decrease in higher margin QTL licensing revenues in proportion to QCT revenues
+ increase in QCT gross margin
| | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021 vs. 2020 Change | | | | | | | | |
2021 vs. 2020
+ $46 million increase in expenses driven by revaluation of our deferred compensation obligation on improved stock market performance (which resulted in a corresponding increase in net gains on deferred compensation plan assets within investment and other income, net due to the revaluation of the related assets)
| | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021 vs. 2020 Change | | | | | | | | |
2021 vs. 2020
+ $164 million increase in employee-related expenses, a portion of which was attributable to higher employee cash incentive program costs
+ $83 million increase in share-based compensation expense
+ $38 million increase in expenses driven by revaluation of our deferred compensation obligation on improved stock market performance (which resulted in a corresponding increase in net gains on deferred compensation plan assets within investment and other income, net due to the revaluation of the related assets)
+ $32 million increase in sales and marketing expenses
\- $73 million decrease in litigation costs
| | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021 vs. 2020 Change | | | | | | | | |
| Other (income) expense | | | $ | — | | | | | $ | (28) | | | | | | | | | | | $ | 28 | | | | | | | |
| | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021 vs. 2020 Change | | | | | | | | |
| | | | $ | 1,044 | | | | | $ | 66 | | | | | | | | | | | $ | 978 | | | | | | | |
| | | | 2021 | | | | | | 2020 | | | | | | | | |
| Other | | | 83 | | | | | | (91) | | | | | | | | |
The current U.S. presidential administration and Congress have proposed to increase U.S. tax rates and/or eliminate or reduce the FDII deduction.
- The rapid, global spread of COVID-19 has negatively impacted consumer demand for certain devices that incorporate our products and intellectual property, which negatively impacted our business and results of operations in fiscal 2020.
The impact of the COVID-19 pandemic on sales of devices that incorporate our products and intellectual property was most significant in the March 2020 and June 2020 quarters.
The impact of COVID-19 on our ability to fulfill customer orders has been minimal.
Workforce changes that we implemented in the second quarter of fiscal 2020 remained in effect throughout fiscal 2020.
Amounts due under the settlement agreement (which are incremental to the $1.2 billion previously paid under two interim agreements) are to be paid in installments by the end of June 2021 in accordance with an agreed upon payment schedule.
- QCT results in fiscal 2020 benefited from an increase in demand for 5G and IoT products, partially offset by the negative impact of COVID-19.
Additionally, in the second half of fiscal 2020, QCT began shipments under the multi-year chipset supply agreement with Apple to support 2020 iPhone product launches.
- QTL results in fiscal 2020 benefited from the inclusion of a full year of royalties from Apple (as a result of the settlement with Apple and its contract manufacturers in April 2019) and an estimate of royalties due from Huawei for sales made in the September 2020 quarter, partially offset by the negative impact of COVID-19.
- We entered into new long-term, world-wide patent license agreements with Guangdong OPPO Mobile Telecommunications Corp., Ltd. (Oppo) and BBK Communication Technology Co., Ltd. (vivo) (who were previously disclosed as two key Chinese licensees), effective as of April 1, 2020.
We also reached agreements with these licensees to provide for scheduled payments of amounts due under the license agreements that expired on March 31, 2020 and for which certain of such amounts for prior periods were withheld while good faith negotiations occurred.
Oppo and vivo paid all such amounts due under the settlement agreements by the end of September 2020.
- In May 2019, in *United States Federal Trade Commission (FTC) v.
QUALCOMM Incorporated*, the district court issued an Order ruling against us and imposing certain injunctive relief.
On August 11, 2020, on appeal, the Ninth Circuit reversed the district court’s judgment, vacated its injunction and vacated its partial grant of summary judgment.
On September 25, 2020, the FTC filed a Petition for Rehearing *En Banc*.
On October 28, 2020, the Ninth Circuit denied the FTC’s petition.
- In fiscal 2020, we recorded $405 million in non-marketable investment impairments, a portion of which was due in part from the impacts of COVID-19 on certain of our investees.
Technology Licensing) licensing business.
Our historical trends were impacted by our prior dispute with Apple and its contract manufacturers (which was settled in April 2019).
Looking forward, we expect QCT revenues to be impacted by seasonal trends related to product launch timing for sales made to Apple under our multi-year chipset supply agreement.
These trends may or may not continue in the future and have been impacted by the decline in consumer demand resulting from COVID-19.
| Licensing | | | 7,233 | | | | | | 9,662 | | | | | | 5,211 | | | | | | (2,429) | | | | | | 4,451 | | |
| | | | $ | 23,531 | | | | | $ | 24,273 | | | | | $ | 22,611 | | | | | $ | (742) | | | | | $ | 1,662 | |
\- $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)
\+ $1.8 billion in licensing revenues from Huawei recorded in the fourth quarter of fiscal 2020 resulting from amounts due under the settlement agreement and royalties for sales made in the March 2020 and June 2020 quarters under the new global patent license agreement (which were not allocated to our segment results)
+ $437 million in higher licensing revenues from our QTL segment
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
\- $2.7 billion in lower equipment and services revenues from our QCT segment
\- $451 million in lower licensing revenues from our QTL segment
| Cost of revenues | | | $ | 9,255 | | | | | $ | 8,599 | | | | | $ | 10,244 | | | | | $ | 656 | | | | | $ | (1,645) | |
\- lower licensing revenues resulting from the settlement with Apple and its contract manufacturers in fiscal 2019
+ higher licensing revenues from Huawei recorded in fiscal 2020 resulting from amounts due under the settlement agreement and royalties for sales made in the March 2020 and June 2020 quarters under the new global patent license agreement
+ higher licensing revenues resulting from the settlement with Apple and its contract manufacturers in fiscal 2019
\- $221 million decrease primarily driven by actions taken under our Cost Plan that concluded in fiscal 2019, partially offset by higher share-based compensation expense and higher employee cash incentive program costs
In fiscal 2018, all of the costs ($474 million) related to pre-commercial research and development of 5G technologies were included in unallocated corporate research and development expenses.
Beginning in fiscal 2019, all research and development costs associated with 5G technologies were included in segment results.
Additionally, beginning in fiscal 2019, certain research and development costs associated with early research and development that were historically included in our QCT segment were allocated to our QTL segment.
The net effect of these changes negatively impacted QTL’s EBT by $489 million in fiscal 2019 and positively impacted QCT’s EBT by $160 million in fiscal 2019.
The decrease in selling, general and administrative expenses in fiscal 2020 was primarily due to:
An excerpt. Shown here: 40 of 131 rewritten, 40 of 97 added and 40 of 205 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2021 filing and the FY2020 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
22 rewritten, 10 added, 9 removed, 18 unchanged
Equity Price Risk. At September [removed: 27, 2020,] [added: 26, 2021,] the recorded value of our marketable equity securities was [removed: $352] [added: $682] million.
A 10% decrease in the market price of our marketable equity securities at September [removed: 29, 2019] [added: 26, 2021] would have caused a decrease in the carrying amounts of these securities of [removed: $42] [added: $68] million.
At September [added: 26, 2021 and September] 27, 2020, 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 [removed: $32] [added: $50] million [added: and $32 million, respectively,] in the fair value of our holdings.
Volatility in the equity markets could negatively affect our investees’ ability to raise additional capital as well as our ability to realize value from our investments through initial public offerings, mergers [removed: and] [added: or] private sales.
Consequently, we could incur [removed: significant] [added: impairment] losses [added: or realized losses] on [added: all or part of the values of] our non-marketable equity investments.
At September [removed: 27, 2020,] [added: 26, 2021,] the aggregate carrying value of our non-marketable equity investments was included in other [removed: noncurrent] assets and was [removed: $982 million.][added: $1.3 billion.]
At September [removed: 27, 2020,] [added: 26, 2021,] we had an aggregate principal amount of $500 million in unsecured floating-rate notes due January 30, 2023.
At September [added: 26, 2021 and September] 27, 2020, a hypothetical increase in LIBOR-based interest rates of 100 basis points would cause a negligible increase to interest expense on an annualized basis as it relates to our floating-rate notes.
At September [removed: 27, 2020,] [added: 26, 2021,] we also had $500 million in commercial paper outstanding, for which our exposure to interest rate risk [removed: is] [added: was] negligible based on the original maturities of approximately three months or less.
Additional information regarding [removed: our notes and commercial paper program] [added: the financial instruments mentioned above] is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note 1.
Significant Accounting [removed: Policies” and] [added: Policies,”] “Notes to Consolidated Financial Statements, Note [removed: 6.][added: 2.]
We manage our exposure to foreign exchange market risks, when deemed appropriate, through the use of derivative [added: and non-derivative] financial instruments, including foreign currency forward and option contracts with financial [removed: counterparties.][added: counterparties and net investment hedges.]
Counterparties to [removed: our] [added: these] derivative contracts are all major banking institutions.
Foreign Currency Options. At September [removed: 27, 2020,] [added: 26, 2021,] our net liability related to foreign currency options designated as hedges of foreign currency risk on royalties earned from certain licensees was negligible.
[removed: If] [added: At September 26, 2021 and September 27, 2020, if] our forecasted royalty revenues for currencies in which we hedge were to decline by 10% and foreign exchange rates were to change unfavorably by 10% in our hedged foreign currency, we would not incur a loss as our hedge positions would continue to be fully effective.
Based on forecasts at September [removed: 29, 2019,] [added: 27, 2020,] assuming the same hypothetical market conditions, we would [removed: also] not have incurred a loss.
Foreign Currency Forwards. At September [removed: 27, 2020,] [added: 26, 2021,] our net asset related to foreign currency forward contracts designated as hedges of foreign currency risk on certain operating expenditure transactions was [removed: $49] [added: $39] million.
If our forecasted operating expenditures for currencies in which we hedge were to decline by 10% and foreign exchange rates were to change [removed: unfavorably by 10% in our hedged foreign currency, we would not incur a loss as our hedge positions would continue to be fully effective.]
At September [removed: 27, 2020,] [added: 26, 2021,] our net [removed: liability] [added: asset] related to foreign currency forward contracts not designated as hedging instruments used to manage foreign currency risk on certain receivables and payables was negligible.
[removed: If] [added: At September 26, 2021 and September 27, 2020, if] the foreign exchange rates were to change unfavorably by 10% in our hedged foreign currency, we would not incur a loss as the change in the fair value of the foreign currency option and forward contracts would be offset by the change in fair value of the related receivables and/or payables being economically hedged.
Net Investment Hedges. At September [removed: 27, 2020,] [added: 26, 2021,] we have designated [removed: $1.4] [added: $1.5] billion of foreign currency-denominated liabilities, excluding accrued interest, 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 [removed: $144] [added: $145] million in the accumulated other comprehensive loss attributable to the cumulative foreign currency translation adjustment at September [removed: 27, 2020] [added: 26, 2021] related to our net investment hedges.
Debt and Interest Rate Swap Agreements
From time to time, we manage our exposure to certain interest rate risks related to our long-term debt through the use of interest rate swaps.
During fiscal 2021, we entered into forward-starting interest rate swaps with an aggregate notional amount of $2.6 billion to hedge the variability of forecasted interest payments on anticipated debt issuances through 2025.
The interest rates on our interest rate swaps are based on LIBOR.
At September 26, 2021, a hypothetical decrease in interest rates of 100 basis points would cause an increase of $23 million to interest expense on an annualized basis resulting from the changes in fair values of the interest rate swaps related to our anticipated debt issuances through 2025.
unfavorably by 10% in our hedged foreign currency, we would incur a negligible loss.
Composition of Certain Financial Statement Items,” “Notes to Consolidated Financial Statements, Note 6.
Debt,” “Notes to Consolidated Financial Statements, Note 10.
Fair Value Measurements” and “Notes to Consolidated Financial Statements, Note 11.
Marketable Securities.”
In fiscal 2018, we announced that we had been authorized to repurchase up to $30 billion of our common stock.
The actions taken pursuant to our stock repurchase program have significantly reduced the amount of cash available to fund our investments in marketable securities.
At September 29, 2019, 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.
Beginning in the second quarter of fiscal 2020, the rapid, global spread of COVID-19 and the uncertainty it has created has resulted in significant volatility in the condition of economies and financial markets globally and has led to a global recession.
This has adversely affected certain of our non-marketable equity investments.
Debt
Debt.”
A description of our foreign currency accounting policies is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note 1.
Significant Accounting Policies.”
Item 1. Business
147 rewritten, 103 added, 95 removed, 218 unchanged
The fiscal years ended September [added: 26, 2021, September] 27, 2020 and September 29, 2019 included 52 weeks.
Our technologies and products are [removed: also] used in [removed: industry segments or] [added: mobile devices and other wireless products, and are sold across industries and] applications beyond [removed: mobile,] [added: mobile handsets,] including automotive and [added: the] internet of things (IoT) (which includes [removed: connectivity] [added: the industries] and [removed: networking, computing] [added: applications of consumer, industrial] and [removed: fixed wireless broadband),] [added: edge networking),] among others.
We derive revenues principally from sales of integrated circuit [removed: products] [added: products, including our Snapdragon® family of highly-integrated, system-based solutions,] and licensing of our intellectual property, including patents and other rights.
We share these inventions broadly through our licensing program, enabling wide ecosystem access to technologies at the core of mobile innovation, and through the sale of our wireless integrated circuit platforms (also known as [added: integrated circuit products,] chips or chipsets) and other products.
We collaborate across the ecosystem, including manufacturers, operators, developers, system integrators, cloud providers, [added: tool vendors, service providers,] governments and industry standards organizations, to enable a global environment to drive continued progress and growth.
This includes [added: technologies such as] the CDMA (Code Division Multiple Access) and OFDMA (Orthogonal Frequency Division Multiple Access) families of technologies, with the latter encompassing LTE (Long Term Evolution) and 5G NR (New Radio), [removed: which, along with TDMA (Time Division Multiple Access),] [added: which] are the primary digital technologies currently used to transmit voice or data over radio waves using a public or private cellular wireless network.
Some of these inventions are contributed to and commercialized as industry standards, such as [added: for] certain video and audio codecs, Wi-Fi, GPS (Global Positioning System) and [removed: Bluetooth.][added: Bluetooth®.]
QCT develops and supplies integrated circuits and system software based on 3G/4G/5G and other [removed: technologies] [added: technologies, including RFFE,] for use in mobile devices, [added: automotive systems for telematics, connectivity and digital cockpit (also known as infotainment) and IoT including] wireless networks, broadband gateway equipment, consumer electronic [removed: devices, other] devices [removed: used in IoT] and [removed: automotive systems for telematics and infotainment.][added: industrial devices.]
We also have nonreportable segments, including [removed: Qualcomm] [added: QGOV (Qualcomm] Government [removed: Technologies or QGOV,] [added: Technologies) and] our cloud AI inference processing initiative and other technology and service initiatives.
[removed: The scale and pace of innovation in the mobile industry, especially around] [added: Advanced] connectivity and [added: high-performance, low-power] computing [removed: technologies, is] [added: technologies from mobile are] also impacting industries beyond wireless, empowering new services, new business models and new [removed: experiences.][added: ways to engage and interact with customers.]
Our [removed: inventions] [added: breakthrough inventions, along with our flexible] and [added: transparent] licensing [removed: program] [added: program,] have been integral [removed: to, and provided foundational technologies for,] [added: to] the [added: growth and] evolution of the mobile industry.
As of September 30, [removed: 2020,] [added: 2021,] there were approximately [removed: 6.2] [added: 7.0] billion [removed: 3G/4G] [added: 3G/4G/5G] connections globally, representing [removed: 78%] [added: 85%] of total mobile connections (GSMA Intelligence, November [removed: 2020).][added: 2021).]
By [removed: 2024,] [added: 2025,] global [removed: 3G/4G] [added: 3G/4G/5G] connections are projected to reach [removed: 6.5] [added: 8.4] billion, with approximately [removed: 89%] [added: 86%] of these connections in emerging regions and China (GSMA Intelligence, November [removed: 2020).][added: 2021).]
[removed: With its faster data rates and greater capacity,] 4G has become the foundational technology to many of the applications and services used today, including e-commerce, video streaming, video calling, social media and gaming.
[removed: With] [added: Beginning with the Release 15 specification issued by 3GPP (3rd Generation Partnership Project), an organization that develops technical specifications, 5G is designed to] support [removed: for] multi-gigabit data rates, low latency and greater [removed: capacity, 5G enhances] [added: capacity than previous generations of] mobile [added: technology to enable enhanced mobile] broadband [removed: services,] [added: experiences,] including ultra-high definition (4K) video streaming and sharing, near-instantaneous access to cloud services, [removed: multi-player] [added: immersive] cloud gaming and [removed: AR/VR/XR (augmented reality/virtual reality/extended reality) applications.][added: extended reality (XR), which includes augmented reality (AR), virtual reality (VR) and mixed reality (MR).]
Most 5G devices include multimode support for 3G, 4G and [removed: Wi-Fi,] [added: Wi-Fi technologies,] enabling service continuity where 5G has yet to be [removed: deployed and simultaneous connectivity across 4G technology, while also allowing mobile operators to utilize current network deployments.][added: deployed.]
Consumer [removed: demand] [added: Demand] in [removed: smartphones.] [added: Smartphones.] From October [removed: 2019] [added: 2020] through September [removed: 2020,] [added: 2021,] approximately [removed: 1.2] [added: 1.4] billion smartphones are estimated to have shipped globally, representing a year-over-year [removed: decrease] [added: increase] of approximately [removed: 9%] [added: 8%,] primarily driven by [added: a recovery from] the [removed: global spread] [added: impacts] of the coronavirus (COVID-19) pandemic, which negatively impacted consumer demand for smartphones [removed: and replacement rates] (IDC, Mobile Phone Tracker, [removed: 2020Q2).][added: 2021Q2).]
Consumer demand for new [removed: types of] experiences, combined with the needs of mobile operators and device manufacturers to provide differentiated features and services, is driving continued innovation within the smartphone [removed: industry,] across connectivity, processing, AI, multimedia, imaging, audio and more.
As a result, the smartphone continues to be the go-to device for social networking, music and video streaming, [removed: gaming, email] [added: photography] and [added: video capture, e-commerce, gaming, email,] web [removed: browsing, among others.][added: browsing and more.]
The [added: worldwide] demand in the use of wireless devices [removed: worldwide] and [removed: the demand] for data services and applications requires continuous innovation to improve the user [removed: experience,] [added: experiences,] support new services, increase network capacity, make use of different frequency bands and allow for dense network deployments.
We have a long history of [removed: heavily] investing [added: heavily] in research and development and have developed foundational technologies that [added: help] drive the continued evolution of the wireless industry, including CDMA and OFDMA.
This intellectual property has been incorporated into the most widely accepted and deployed cellular wireless communications technology standards, and we have licensed it to several hundred licensees, including [added: all the] leading [removed: wireless device and infrastructure] [added: handset] manufacturers.
As of September 30, [removed: 2020,] [added: 2021,] there were approximately [removed: 1.6] [added: 4.7] billion [removed: GSM] [added: global LTE] connections worldwide, representing approximately [removed: 20%] [added: 58%] of total cellular connections, [removed: down] [added: up] from [removed: 25%] [added: 56%] as of September 30, [removed: 2019] [added: 2020] (GSMA Intelligence, November [removed: 2020).][added: 2021).]
[removed: There are a] [added: A] number of variants of CDMA-based technologies [added: have been] deployed around the world, in particular CDMA2000, EV-DO (Evolution Data Optimized), WCDMA (Wideband CDMA) and TD-SCDMA (Time Division-Synchronous [removed: CDMA) (deployed] [added: CDMA, which was deployed] exclusively in China).
CDMA-based technologies provide vastly improved capacity for voice and low-rate data services as compared to analog technologies and significant improvements over [added: earlier technologies (e.g.,] 2G [removed: technology.][added: technology).]
As of September 30, [removed: 2020,] [added: 2021,] there were approximately [removed: 1.9] [added: 1.7] billion CDMA-based connections worldwide, representing approximately [removed: 24%] [added: 21%] of total cellular connections, down from [removed: 26%] [added: 23%] as of September 30, [removed: 2019] [added: 2020] as consumers migrate to OFDMA-based technologies (GSMA Intelligence, November [removed: 2020).][added: 2021).]
3GPP developed [added: the] 4G [removed: specifications] [added: system] through the [removed: standardization] [added: specification] of the radio component (LTE) and the core network component (Enhanced Packet Core or EPC).
Similarly, 3GPP has developed [added: the] 5G [removed: specifications] [added: system] through the specification of the radio component (NR) and the core network component (5G Core or 5GC).
We continue to play a significant role in the further development of LTE-based technologies, such as Narrowband IoT (NB-IoT), enhanced Machine Type Communications (eMTC) and Enhanced TV broadcast [removed: (EnTV), in addition to the core LTE operation evolution, such as enhancements for mobility and massive multiple-input multiple-output (MIMO) operation.][added: (EnTV).]
LTE has two modes, FDD (Frequency Division Duplex) and TDD (Time Division [removed: Duplex),] [added: Duplex)] to support paired and unpaired spectrum, respectively, and continues to evolve as 3GPP defines new specifications.
Apart from improving the performance of existing networks, there are also enhancements under the umbrella of LTE Advanced Pro, including LTE Direct for proximity-based device-to-device discovery, improved LTE broadcast, optimizations of narrowband communications designed for IoT (known as eMTC and NB-IoT) and the ability to use LTE Advanced in unlicensed spectrum (LTE Unlicensed), as well as in shared spectrum bands in various [removed: regions (such] [added: regions, such] as the Citizens Broadband Radio [removed: Service, or CBRS,] [added: Service (CBRS)] in the United [removed: States).][added: States.]
Beginning with Release 14, 3GPP specifications provide enhancements specifically for [removed: vehicular communications known as cellular vehicle-to-everything (C-V2X),] [added: C-V2X (cellular vehicle-to-everything),] 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.
[removed: Initial commercial] 5G network deployments and [added: commercial 3G/4G/5G multimode] device [removed: launches] [added: sales] began in [removed: calendar] 2019 and [removed: continued throughout 2020.][added: have continued.]
5G is designed to transform the role of wireless technologies and already incorporates [removed: or soon will incorporate] advancements on 3G/4G features available today, including device-to-device capabilities and the use of all different types of spectrum (including licensed, unlicensed and shared spectrum).
This is due to 5G’s ability to target diverse services with very different technical requirements (from enhanced mobile broadband to massive IoT to mission critical services), its utilization of diverse types of spectrum (from the low bands to [removed: mmWave] [added: millimeter wave (mmWave)] bands) and its ability to support diverse types of deployment scenarios.
Predominant technological components of 5G include the ability to address ultra-reliable, low-latency communication, new channel coding schemes to efficiently support large data blocks, MIMO [added: (multiple input, multiple output)] to increase coverage and network capacity and mobile mmWave to increase the data rate offered to users.
As with previous cellular generations, 5G is designed to support seamless compatibility with [removed: 2G/3G/4G] [added: 3G/4G] technologies through multimode devices.
[removed: In order to address these challenges, we have been a leader in designing] [added: Our] RFFE modules and RF filter products [removed: that] use adaptive beamforming (which spatially concentrates radio energy in a given beam direction to extend the range) and [removed: that] enable the efficient tracking and switching of beams in accordance with varying radio conditions.
For example, to better enable new industrial IoT use cases, such as factory [removed: automation and other mission critical applications,] [added: automation,] Release 16 added support for private 5G networks, efficient wireless Ethernet over 5G, 5G Time-Sensitive Networking (TSN) and further enhanced [removed: ultra-reliable] [added: ultra-reliable,] low latency communications.
Release 16 also [removed: fulfilled the 5G vision of supporting] [added: supports] different spectrum types by expanding 5G into unlicensed spectrum with 5G NR Unlicensed (NR-U).
Advancing Connectivity. 3G technology introduced the world to the potential of the mobile internet, and the ability to access the internet virtually anytime and anywhere.
4G brought mobile broadband speeds that helped fuel the smartphone era, forever changing the way we work, live and connect with others.
Building on foundational innovations developed for 3G and 4G, the mobile industry is quickly moving to 5G technology.
5G’s performance and capacity improvements are also enabling operators to offer new consumer and enterprise services while also reducing their operating costs.
Although 5G networks are being deployed at a faster pace as compared to the transition from 3G to 4G technologies, as with previous generations of mobile networks, it will take time.
Since the first commercial 5G networks were launched in April of 2019, 180 operators in more than 70 countries have commercially launched 5G, with more than 280 additional operators investing to deploy the technology as of September 30, 2021 (GSA, October 2021).
They also allow mobile operators to utilize existing 3G and/or 4G network infrastructure, enabling them to roll out 5G services over time, while also helping to maximize previous generation equipment investments.
Smartphone shipments in calendar 2022 are expected to increase by approximately 3% year-over-year (IDC, Mobile Phone Tracker, 2021Q2), reflecting modest growth in emerging regions.
We estimate that 5G smartphone shipments will be between 500 and 550 million in calendar 2021, more than doubling compared to the prior year.
Looking beyond 2022, we expect modest smartphone growth in emerging regions to continue along with relatively flat demand in developed regions.
5G enables these experiences to be more immersive, intuitive and interactive.
Transforming Other Industries: Automotive. The automotive industry continues to adopt advanced connectivity and compute technologies from mobile.
According to analyst data, more than 70% of new vehicles sold in 2027 are projected to
have embedded cellular connectivity, as compared to 55% in 2020 (Strategy Analytics, October 2021), which includes growth in 5G connectivity.
Digitalization of the automotive cockpit continues to transform the in-vehicle experience, enabling greater personalization of content and settings for both drivers and passengers as automakers respond to growing interest from consumers to bring their digital lifestyles into the vehicle.
Car-to-cloud platform solutions are helping automakers improve cost efficiencies, create new service opportunities throughout the lifecycle of a vehicle with over-the-air (OTA) update capabilities and receive valuable vehicle and usage analytics.
High-performance, low-power computing technologies from mobile are being used to improve advanced driver assistance systems (ADAS) features and will continue progression towards supporting higher levels of automation and safety.
Transforming Other Industries: IoT. Demand for connected devices beyond smartphones continues to grow at a rapid pace across consumer, edge networking and industrial applications, in part due to the expanded use cases enabled by 5G technologies.
The installed base of IoT devices, which includes everything from wearables to industrial handhelds to gateways, is projected to more than double between 2021 and 2025 to over 27 billion (IoT Analytics, October 2021).
The growth in IoT devices is a catalyst in driving demand in edge networking platforms.
Trends such as remote working, distance learning and telehealth have also helped accelerate the adoption of fast, reliable wireless technologies and driven the demand for connected devices and networking equipment.
We expect many of these trends to continue well into the future.
According to survey data, 79% of executives plan to allow employees to continue to work remotely at least part time (WeWork/Workplace Intelligence, April 2021), and over 70% of employees want flexible remote work options to remain in place (Microsoft, March 2021).
In the United States alone, the virtual care market is expected to grow at a compound annual growth rate of 40% through 2025 (Frost & Sullivan, March 2021), signaling projected demand for remote connectivity.
*Consumer.* Consumer IoT demand is being fueled by the adoption of the latest mobile technologies in consumer electronics products, including personal computing (e.g., tablets and personal computers), connected audio (e.g., wireless earbuds, speakers and soundbars), wearables (e.g., smart watches and XR) and others (e.g., camera and video collaboration, exercise equipment and home appliances).
Connectivity brought to these devices enables new services, applications and experiences.
*Edge Networking.* Growth in demand for connected devices, along with advances in wireless technology, are driving increased demand for edge networking products (including mobile broadband and wireless access points).
5G brings a broadband connection to the home via wireless technologies that allows for the delivery of high-speed, low-latency connections, enabling operators to replace traditional “last-mile” wired broadband connections.
Advances in Wi-Fi alongside 5G technologies are driving consumer and enterprise demand for the latest Wi-Fi 6 access point technologies that leverage increased network speed, capacity and efficiency to support the increased number of connected devices at home and at work.
*Industrial.* The digital transformation happening across industries, which is being driven by the adoption of mobile technologies, is fueling the growth of and new use cases for industrial IoT.
Central to this transformation is the combination of connectivity, computing, on-device AI and big data that brings real time data and insights that are helping companies in industries such as retail, transportation, logistics and asset tracking and utilities gain new knowledge and insights about their products and services, manufacturing processes and more, which will help drive efficiencies and transform the way companies operate.
Commercial 5G network deployments and device launches began in calendar 2019, and we expect that additional deployments and device launches will occur as more operators and geographic regions launch 5G services.
A key benefit of 5G is its ability to take advantage of very wide channel bandwidth (i.e., up to 100 MHz per component carrier for sub-6 and up to 400MHz per component carrier for mmWave), compared to LTE’s 20 MHz maximum bandwidth, which requires carrier aggregation to combine spectrum
beyond 20 MHz.
In order to address these challenges, we have been a leader in designing RFFE modules and RF filter products which, when paired with our modems, provide a comprehensive 5G modem-to-antenna solution.
3GPP has so far defined six mmWave bands.
Furthermore, mmWave beam management enhancements were defined in Release 16 with more anticipated in Release 17 (expected to be initially completed in 2022).
Europe has added 480 MHz of spectrum in the 6GHz band for unlicensed operation.
The 802.11be specification is expected to standardize technologies such as Multi-Link Operation, 4K QAM (quadrature amplitude modulation), wider channel bandwidth modes (up to 320 MHz) and low latency enhancements.
indication) and Wi-Fi RTT (round-trip time) signals for indoor location; observed time difference of arrival positioning for LTE access (e.g., in rural and indoor areas); and third-party inertial sensors.
The fiscal year ended September 30, 2018 included 53 weeks.
Our technologies and products are used in mobile devices and other wireless products, including network equipment, broadband gateway equipment, consumer electronic devices and other connected devices.
Advancing connectivity. 3G and 4G mobile broadband technologies have been key innovations of mobile, providing users with fast, reliable, always-on connectivity.
3G networks, first launched in the early 2000s, ushered in the mobile broadband era, serving as a true alternative to traditional desktop internet service, allowing users to experience the internet from virtually anywhere.
The combination of faster processing and larger screens with mobile broadband connectivity has transformed how people interact with information and with each other.
The launch of 4G in 2010 brought true mobile broadband connectivity to wireless networks.
3G and 4G mobile broadband technologies have also helped to strengthen economic and social development globally by providing access to government and healthcare resources and creating new educational and entrepreneurial opportunities.
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 2021 and beyond.
As of September 30, 2020, more than 110 operators have deployed 5G commercial networks in nearly 50 countries and territories, and over 400 operators are investing in 5G (GSA, October 2020).
Calendar year 2020 5G global smartphone shipments are expected to reach more than 200 million units (IDC, Mobile Phone Tracker, 2020Q2).
5G also brings more capacity and efficiency to cellular networks, which may enable operators to reduce their operating costs and offer new unlimited mobile data plans.
The second 5G global specifications defined in 2020 by 3GPP (Release 16) and future releases of 5G are expected to expand the reach of the technology to industries beyond mobile to create new services, business models and experiences, such as automated driving built on the concepts of computer vision, sensor fusion and vehicle-to-vehicle communications.
We believe 5G will also enable artificial intelligence-based platforms designed to bring greater autonomy and wireless connectivity to factory automation for more reconfigurable manufacturing and other industrial applications (known as industrial IoT) through ultra-reliable, ultra-low latency communication links.
We also expect 5G to connect a significant number of “things” (also known as IoT), including among others, consumer, enterprise, retail, wearable 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.
At the same time, 4G is expected to continue to evolve in parallel with the further development of 5G and become fundamental to many of the key 5G technologies (through multi-connectivity), such as 5G massive IoT leveraging LTE IoT, support for unlicensed spectrum and gigabit LTE user data speeds.
The first phase of 5G networks predominantly supports mobile broadband services for smartphones, both in lower spectrum bands below 7 GHz (commonly referred to as sub-6, sub-7 or Frequency Range 1) and in higher bands above 24 GHz (commonly referred to as millimeter wave (mmWave) or Frequency Range 2).
As with previous generations of mobile networks, it will take time to deploy new
5G networks; however, we expect that deployment of 5G networks will be at a faster pace as compared to the transition from 3G to 4G technologies.
Smartphone shipments in calendar 2021 are expected to increase by approximately 9% year-over-year (IDC Quarterly Mobile Phone Tracker, 2020Q2), reflecting a gradual recovery in demand for smartphones and replacement rates from the negative effects of the COVID-19 pandemic.
Looking beyond 2021, we expect replacement rates to moderately lengthen when compared to pre-COVID-19 levels, particularly in developed regions and China, as consumer demand is increasingly driven by new product launches and/or innovation cycles.
It is expected that the evolution of 5G will fuel further innovation within the smartphone industry to support more intuitive and immersive experiences.
Transforming other industries. With their significant scale and highly integrated solutions, industries beyond mobile, including automotive and IoT, 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 drive, and in the case of 5G accelerate the pace of, this transformation.
For example, in the automotive industry, approximately 70% of new vehicles produced in 2025 are projected to have cellular connectivity, compared to 48% in 2019 (Strategy Analytics, October 2020).
In addition, the installed base of non-mobile devices with cellular connectivity, which includes IoT devices among others, is projected to grow 190% between 2020 and 2024 (ABI Research, October 2020).
*TDMA-based.* TDMA-based technologies are characterized by their access method allowing several users to share the same frequency channel by dividing the signal into different time slots.
Most of these systems are classified as 2G technology.
The main example of TDMA-based technologies is GSM (Global System for Mobile Communications).
The transition of wireless devices from 2G to 3G/4G and the deployment of 5G technologies continued around the world with estimated 3G/4G/5G connections up 7% year-over-year (GSMA Intelligence, November 2020).
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.
3GPP Release 16, which was completed in July 2020, incorporates 5G features for C-V2X, such as higher throughput, lower latency and increased reliability capabilities to enable a higher level of performance and predictability required for automated driving and other advanced safety use cases.
As of September 30, 2020, there were approximately 4.3 billion global LTE connections worldwide, representing approximately 55% of total cellular connections, up from 49% as of September 30, 2019 (GSMA Intelligence, November 2020).
We expect that 5G network deployments and device launches will increase over the next several years.
A key benefit of 5G is its ability to take advantage of very wide channel bandwidth such as 400/100 MHz
(compared to LTE’s 20 MHz maximum bandwidth, which requires carrier aggregation to combine spectrum beyond 20 MHz).
- multimedia transport, including MPEG-DASH (Dynamic Adaptive Streaming over HTTP) enabling advanced multimedia experiences;
- AR/VR/XR features enabling new types of user experiences;
Revenues in fiscal 2020, 2019 and 2018 for our reportable segments were as follows (in millions, except percentages):
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An excerpt. Shown here: 40 of 147 rewritten, 40 of 103 added and 40 of 95 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2021 filing and the FY2020 filing.
Item 3. Legal and Regulatory Proceedings
1 rewritten, 0 added, 0 removed, 1 unchanged
Commitments and Contingencies.” We are also engaged in numerous other legal actions arising in the ordinary course of our business (such as, for example, proceedings relating to employment matters or the initiation or defense of proceedings relating to intellectual property [removed: rights) and,] [added: rights), and] while there can be no assurance, we believe that the ultimate outcome of these other legal actions will not have a material adverse effect on our business, results of operations, financial condition or cash flows.
Cover and table of contents
28 rewritten, 55 added, 8 removed, 79 unchanged
For the fiscal year ended September [removed: 27, 2020][added: 26, 2021]
| | | | 5775 Morehouse [removed: Dr.,] [added: Dr., San Diego, California] | | | [removed: San Diego,] | | | [removed: California] | | | | | | 92121-1714 | | |
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at March [removed: 27, 2020] [added: 26, 2021] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $74.9] [added: $149.9] billion, 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: 1,131] [added: 1,120] million at November [removed: 2, 2020.][added: 1, 2021.]
Portions of the registrant’s Definitive Proxy Statement [removed: in connection with the registrant’s 2021] [added: for its 2022] Annual Meeting of Stockholders, to be filed with the Commission subsequent to the date [removed: hereof pursuant to Regulation 14A,] [added: hereof,] are incorporated by reference into Part III of this [removed: Report.][added: Report where indicated.]
| For the Fiscal Year Ended September [removed: 27, 2020] [added: 26, 2021] | | | | | |
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| [Item [removed: 9.](#ice2221d47b634383a22ce3c4c6fc1587_133)] [added: 9.](#i75008b6600c644d885503827b69c726b_136)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ice2221d47b634383a22ce3c4c6fc1587_133)] [added: Disclosure](#i75008b6600c644d885503827b69c726b_136)] | | | [removed: [51](#ice2221d47b634383a22ce3c4c6fc1587_133)] [added: [51](#i75008b6600c644d885503827b69c726b_136)] | | |
| [Item [removed: 9A.](#ice2221d47b634383a22ce3c4c6fc1587_136)] [added: 9A.](#i75008b6600c644d885503827b69c726b_139)] | | | [Controls and [removed: Procedures](#ice2221d47b634383a22ce3c4c6fc1587_136)] [added: Procedures](#i75008b6600c644d885503827b69c726b_139)] | | | [removed: [51](#ice2221d47b634383a22ce3c4c6fc1587_136)] [added: [51](#i75008b6600c644d885503827b69c726b_139)] | | |
| [Item [removed: 9B.](#ice2221d47b634383a22ce3c4c6fc1587_139)] [added: 9B.](#i75008b6600c644d885503827b69c726b_142)] | | | [Other [removed: Information](#ice2221d47b634383a22ce3c4c6fc1587_139)] [added: Information](#i75008b6600c644d885503827b69c726b_142)] | | | [removed: [52](#ice2221d47b634383a22ce3c4c6fc1587_139)] [added: [52](#i75008b6600c644d885503827b69c726b_142)] | | |
| [Item [removed: 10.](#ice2221d47b634383a22ce3c4c6fc1587_145)] [added: 10.](#i75008b6600c644d885503827b69c726b_148)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ice2221d47b634383a22ce3c4c6fc1587_145)] [added: Governance](#i75008b6600c644d885503827b69c726b_148)] | | | [removed: [53](#ice2221d47b634383a22ce3c4c6fc1587_145)] [added: [53](#i75008b6600c644d885503827b69c726b_148)] | | |
| [Item [removed: 11.](#ice2221d47b634383a22ce3c4c6fc1587_148)] [added: 11.](#i75008b6600c644d885503827b69c726b_151)] | | | [Executive [removed: Compensation](#ice2221d47b634383a22ce3c4c6fc1587_148)] [added: Compensation](#i75008b6600c644d885503827b69c726b_151)] | | | [removed: [53](#ice2221d47b634383a22ce3c4c6fc1587_148)] [added: [53](#i75008b6600c644d885503827b69c726b_151)] | | |
| [Item [removed: 12.](#ice2221d47b634383a22ce3c4c6fc1587_151)] [added: 12.](#i75008b6600c644d885503827b69c726b_154)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ice2221d47b634383a22ce3c4c6fc1587_151)] [added: Matters](#i75008b6600c644d885503827b69c726b_154)] | | | [removed: [53](#ice2221d47b634383a22ce3c4c6fc1587_151)] [added: [53](#i75008b6600c644d885503827b69c726b_154)] | | |
| [Item [removed: 13.](#ice2221d47b634383a22ce3c4c6fc1587_154)] [added: 13.](#i75008b6600c644d885503827b69c726b_157)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ice2221d47b634383a22ce3c4c6fc1587_154)] [added: Independence](#i75008b6600c644d885503827b69c726b_157)] | | | [removed: [53](#ice2221d47b634383a22ce3c4c6fc1587_154)] [added: [53](#i75008b6600c644d885503827b69c726b_157)] | | |
| [Item [removed: 14.](#ice2221d47b634383a22ce3c4c6fc1587_157)] [added: 14.](#i75008b6600c644d885503827b69c726b_160)] | | | [Principal Accounting Fees and [removed: Services](#ice2221d47b634383a22ce3c4c6fc1587_157)] [added: Services](#i75008b6600c644d885503827b69c726b_160)] | | | [removed: [53](#ice2221d47b634383a22ce3c4c6fc1587_157)] [added: [53](#i75008b6600c644d885503827b69c726b_160)] | | |
| [Item [removed: 15.](#ice2221d47b634383a22ce3c4c6fc1587_163)] [added: 15.](#i75008b6600c644d885503827b69c726b_166)] | | | [Exhibits and Financial Statement [removed: Schedules](#ice2221d47b634383a22ce3c4c6fc1587_163)] [added: Schedules](#i75008b6600c644d885503827b69c726b_166)] | | | [removed: [53](#ice2221d47b634383a22ce3c4c6fc1587_163)] [added: [53](#i75008b6600c644d885503827b69c726b_166)] | | |
| [Item [removed: 16.](#ice2221d47b634383a22ce3c4c6fc1587_169)] [added: 16.](#i75008b6600c644d885503827b69c726b_172)] | | | [Form 10-K [removed: Summary](#ice2221d47b634383a22ce3c4c6fc1587_169)] [added: Summary](#i75008b6600c644d885503827b69c726b_172)] | | | [removed: [56](#ice2221d47b634383a22ce3c4c6fc1587_169)] [added: [56](#i75008b6600c644d885503827b69c726b_172)] | | |
Qualcomm, Snapdragon, [removed: MSM, Hexagon] [added: Hexagon, Adreno, Smart Transmit] and [removed: Adreno] [added: Wireless Reach] are trademarks or registered trademarks of Qualcomm Incorporated.
Additionally, statements concerning future matters such as our future business, prospects, results of operations, financial condition or research and development or technology investments; new or enhanced products, services or technologies; emerging industries or business models; design wins or product launches; industry, market or technology trends, dynamics or transitions, such as the transition to 5G; potential impacts of the COVID-19 pandemic, legal or regulatory matters, U.S./China trade or national security tensions, vertical integration by our [removed: customers or] [added: customers;] competition; and other statements regarding matters that are not historical are also forward-looking statements.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| | | | [Risk Factors Summary](#i75008b6600c644d885503827b69c726b_10) | | | [4](#i75008b6600c644d885503827b69c726b_10) | | |
| [PART I](#i75008b6600c644d885503827b69c726b_16) | | | | | | | | |
| [PART II](#i75008b6600c644d885503827b69c726b_82) | | | | | | | | |
| [Item 6.](#i75008b6600c644d885503827b69c726b_91) | | | [(Reserved)](#i75008b6600c644d885503827b69c726b_91) | | | [40](#i75008b6600c644d885503827b69c726b_91) | | |
| [PART III](#i75008b6600c644d885503827b69c726b_145) | | | | | | | | |
| [PART IV](#i75008b6600c644d885503827b69c726b_163) | | | | | | | | |
| | | | | | | | | |
Risk Factors Summary:
Our business is subject to numerous risks and uncertainties, including those described in “Part I, Item 1A, Risk Factors” of this Annual Report.
These risks include, but are not limited to, the following:
RISKS RELATED TO THE CORONAVIRUS (COVID-19) PANDEMIC
*•The coronavirus (COVID-19) pandemic had an adverse effect on our business and results of operations, and may continue to impact us in the future.*
RISKS RELATED TO OUR OPERATING BUSINESSES
*•We derive a significant portion of our revenues from a small number of customers and licensees, and particularly from their sale of premium tier devices.
If revenues derived from these customers or licensees decrease or the timing of such revenues fluctuates, our business and results of operations could be negatively affected.*
*•Our business, particularly our semiconductor business, may suffer as a result of our customers vertically integrating (i.e., developing their own integrated circuit products).*
*•A significant portion of our business is concentrated in China, and the risks of such concentration are exacerbated by U.S./China trade and national security tensions.*
RISKS RELATED TO NEW INITIATIVES
*•Our growth depends in part on our ability to extend our technologies and products into new and expanded product areas, and industries and applications beyond mobile handsets.
Our research, development and other investments in these new and expanded product areas, industries and applications, and related technologies and products, as well as in our existing technologies and products, and new technologies, may not generate operating income or contribute to future results of operations that meet our expectations.*
*•We may engage in acquisitions and other strategic transactions or make investments, or be unable to consummate planned strategic acquisitions, which could adversely affect our results of operations or fail to enhance stockholder value.*
RISKS RELATED TO SUPPLY AND MANUFACTURING
*•We depend on a limited number of third-party suppliers for the procurement, manufacture, assembly and testing of our products manufactured in a fabless production model.
If we fail to execute supply strategies that provide supply assurance, technology leadership and reasonable margins, our business and results of operations may be harmed.
We are also subject to order and shipment uncertainties that could negatively impact our results of operations.*
*•There are numerous risks associated with the operation and control of our manufacturing facilities, including a higher portion of fixed costs relative to a fabless model; environmental compliance and liability; impacts related to climate change; exposure to natural disasters, health crises and cyber-attacks; timely supply of equipment and materials; and various manufacturing issues.*
RISKS RELATED TO CYBERSECURITY OR MISAPPROPRIATION OF OUR CRITICAL INFORMATION
*•Our business and operations could suffer in the event of security breaches of our IT systems, or other misappropriation of our technology, intellectual property or other proprietary or confidential information.*
RISKS RELATED TO HUMAN CAPITAL MANAGEMENT
*•We may not be able to attract and retain qualified employees, and our attempts to fully reopen our offices and operate under a hybrid working environment may not be successful.*
RISKS SPECIFIC TO OUR LICENSING BUSINESS
*•The continued and future success of our licensing programs requires us to continue to evolve our patent portfolio and to renew or renegotiate license agreements that are expiring.*
*•Efforts by some original equipment manufacturers (OEMs) to avoid paying fair and reasonable royalties for the use of our intellectual property may require the investment of substantial management time and financial resources and may result in legal decisions or actions by governments, courts, regulators or agencies, Standards Development Organizations (SDOs) or other industry organizations that harm our business.*
*•Changes in our patent licensing practices, whether due to governmental investigations, legal challenges or otherwise, could adversely impact our business and results of operations.*
RISKS RELATED TO REGULATORY AND LEGAL CHALLENGES
*•Our business may suffer as a result of adverse rulings in governmental investigations or proceedings.*
RISKS RELATED TO INDUSTRY DYNAMICS AND COMPETITION
*•Our revenues depend on our customers’ and licensees’ sales of products and services based on CDMA, OFDMA and other communications technologies, including 5G, and customer demand for our products based on these technologies.*
*•Our industry is subject to intense competition in an environment of rapid technological change.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| [PART I](#ice2221d47b634383a22ce3c4c6fc1587_13) | | | | | | | | |
| [PART II](#ice2221d47b634383a22ce3c4c6fc1587_79) | | | | | | | | |
| [Item 6.](#ice2221d47b634383a22ce3c4c6fc1587_88) | | | [Selected Financial Data](#ice2221d47b634383a22ce3c4c6fc1587_88) | | | [37](#ice2221d47b634383a22ce3c4c6fc1587_88) | | |
| [PART III](#ice2221d47b634383a22ce3c4c6fc1587_142) | | | | | | | | |
| [PART IV](#ice2221d47b634383a22ce3c4c6fc1587_160) | | | | | | | | |
An excerpt. Shown here: all 28 rewritten, 40 of 55 added and all 8 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2021 filing and the FY2020 filing.
Item 2. Properties
10 rewritten, 4 added, 4 removed, 6 unchanged
At September [removed: 27, 2020,] [added: 26, 2021,] we occupied the following facilities (square footage in millions):
| Owned facilities | | | [removed: 4.4] [added: 4.5] | | | | | | [removed: 0.4] [added: 0.3] | | | | | | 4.8 | | |
Our headquarters and certain research and [removed: development, manufacturing] [added: development] and network management hub operations are located in San Diego, California.
We also [added: operate leased manufacturing facilities in Germany, China and Singapore; and we] own and lease properties around the world for use as sales and administrative offices and research and development centers, primarily in the United States, India and China.
Our facility leases expire at varying dates through 2032, not including renewals that are at our [removed: option.]
Several other owned and leased facilities are under construction totaling approximately [removed: 750] [added: 960] thousand additional square feet, primarily related to the construction of new facilities in India and Taiwan.
In response to the COVID-19 pandemic, [added: beginning in fiscal 2020,] we modified certain of our workforce practices, such as having the vast majority of our employees work from home.
Such changes have impacted the physical utilization of certain of our non-manufacturing [removed: facilities;] [added: facilities during both fiscal 2021 and 2020;] however, we believe that collectively our facilities are suitable and adequate for our present purposes.
We [removed: continue] [added: are utilizing the feedback and insights gained through such phased approach taken] to [added: reopening our offices to] assess the [removed: impacts of COVID-19 on the] suitability, adequacy, productive capacity and utilization of our existing principal [removed: physical] properties, [removed: and we are in the process of evaluating the future state of our workforce practices,] which may result in changes to our physical property [removed: needs.][added: needs in the future.]
[removed: Additional information on] [added: Information related to] our additional capital requirements is provided in this Annual Report in “Part II, Item 7.
| Leased facilities | | | 1.0 | | | | | | 6.4 | | | | | | 7.4 | | |
| Total | | | 5.5 | | | | | | 6.7 | | | | | | 12.2 | | |
option.
We have commenced a phased approach to returning our employees onsite, which included modifications to certain of our facilities as we adapt to a hybrid work environment.
| Leased facilities | | | 0.9 | | | | | | 6.2 | | | | | | 7.1 | | |
| Total | | | 5.3 | | | | | | 6.6 | | | | | | 11.9 | | |
Additionally, our QCT segment’s non-United States headquarters is located in Singapore.
We also operate leased manufacturing facilities in Germany, China and Singapore.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6 rewritten, 19 added, 10 removed, 2 unchanged
Our common stock is traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “QCOM.” At November [removed: 2, 2020,] [added: 1, 2021,] there were [removed: 6,609] [added: 6,511] holders of record of our common stock.
We intend to continue to pay quarterly [added: cash] dividends, subject to capital availability and our view that cash dividends are in the best interests of our stockholders.
Future dividends may be affected by, among other items, our views on potential future capital availability and requirements, including those relating to research and development, creation and expansion of sales and distribution channels, investments and acquisitions, legal [added: and regulatory] risks, withholding of payments by one or more of our significant licensees and/or customers, fines [removed: by government agencies] and/or adverse rulings by [removed: a court] [added: government agencies, courts] or [removed: arbitrator] [added: arbitrators] in [removed: a] legal [removed: matter,] [added: or regulatory matters,] stock repurchase programs, debt issuances, changes in [removed: federal and] [added: federal,] state [added: or foreign] income tax law, trade and/or national security protection policies, volatility in economies and financial markets [removed: globally, including as impacted by the COVID-19 pandemic,] [added: globally] and changes to our business model.
[added: (2)] On July 26, 2018, we announced a [added: stock] repurchase program authorizing us to repurchase up to [removed: $30] [added: $30.0] billion of our common stock.
The stock repurchase [removed: program has] [added: programs have] no expiration date.
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 [removed: program.][added: program and, therefore, are excluded from the table above.]
Our purchases of our equity securities in the fourth quarter of fiscal 2021 were:
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share (1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) | | |
| | | | (In thousands) | | | | | | | | | | | | (In thousands) | | | | | | (In millions) | | |
| June 28, 2021 to July 25, 2021 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,019 | |
| July 26, 2021 to August 22, 2021 | | | 1,247 | | | | | | 146.31 | | | | | | 1,247 | | | | | | 1,836 | | |
| August 23, 2021 to September 26, 2021 | | | 4,164 | | | | | | 141.32 | | | | | | 4,164 | | | | | | 1,248 | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | | 5,411 | | | | | | | | | | | | 5,411 | | | | | | | | |
(1) Average Price Paid Per Share excludes cash paid for commissions.
On October 12, 2021, we announced a new $10.0 billion stock repurchase authorization, which is in addition to the remaining repurchase authority of $0.9 billion under the aforementioned program.
Since September 26, 2021, we repurchased and retired 5.4 million shares of common stock for $703 million.
Unregistered Sales of Equity Securities
In January 2021, we entered into an Agreement and Plan of Merger (the Merger Agreement) for the acquisition of NuVia, Inc. (NUVIA), which transaction closed in March 2021.
Pursuant to the Merger Agreement, we are obligated to issue shares of our common stock to three specific founders of NUVIA and certain affiliated entities of such founders from time to time upon the satisfaction of certain conditions specified in the Merger Agreement.
During the quarter ended September 26, 2021, we issued an aggregate of 104,499 additional shares of our common stock to the three founders of NUVIA and their affiliates, each of whom had advised us that he or such entity was an accredited investor.
These shares were issued in transactions not involving a public offering pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.
Share-Based Compensation
We primarily issue restricted stock units under our equity compensation plans, which are part of a broad-based, long-term retention program that is intended to attract and retain talented employees and directors and align stockholder and employee interests.
Our 2016 Long-Term Incentive Plan (2016 Plan) provides for the grant of incentive and nonstatutory stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance units, performance shares, deferred compensation awards and other stock-based awards.
We primarily grant restricted stock units, which generally vest over periods of three years from the date of grant.
Our Board of Directors may amend or terminate the 2016 Plan at any time, with certain amendments also requiring stockholder approval.
Additional information regarding our share-based compensation plans and plan activity for fiscal 2020, 2019 and 2018 is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note 5.
Employee Benefit Plans.”
We did not repurchase any of our shares in the fourth quarter of fiscal 2020.
At September 27, 2020, $4.6 billion remained authorized for repurchase.
In the first quarter of fiscal 2021, we resumed stock repurchases under the stock repurchase program, which we had suspended in the third quarter of fiscal 2020 in light of COVID-19 to maintain our financial liquidity position and flexibility.
Item 6. (Reserved)
0 rewritten, 0 added, 40 removed, 0 unchanged
The following data should be read in conjunction with the annual consolidated financial statements, related notes and other financial information appearing elsewhere herein.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Years Ended (1) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 27, 2020 | | | | | | September 29, 2019 | | | | | | September 30, 2018 | | | | | | September 24, 2017 | | | | | | September 25, 2016 | | |
| | | | (In millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenues (2) | | | $ | 23,531 | | | | | $ | 24,273 | | | | | $ | 22,611 | | | | | $ | 22,258 | | | | | $ | 23,554 | |
| Operating income (2) | | | 6,255 | | | | | | 7,667 | | | | | | 621 | | | | | | 2,581 | | | | | | 6,495 | | |
| Net income (loss) attributable to Qualcomm (2) | | | 5,198 | | | | | | 4,386 | | | | | | (4,964) | | | | | | 2,445 | | | | | | 5,705 | | |
| Per Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic earnings (loss) per share attributable to Qualcomm | | | $ | 4.58 | | | | | $ | 3.63 | | | | | $ | (3.39) | | | | | $ | 1.66 | | | | | $ | 3.84 | |
| Diluted earnings (loss) per share attributable to Qualcomm | | | 4.52 | | | | | | 3.59 | | | | | | (3.39) | | | | | | 1.64 | | | | | | 3.81 | | |
| Dividends per share announced | | | 2.54 | | | | | | 2.48 | | | | | | 2.38 | | | | | | 2.20 | | | | | | 2.02 | | |
| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash, cash equivalents and marketable securities (3) | | | $ | 11,249 | | | | | $ | 12,296 | | | | | $ | 12,123 | | | | | $ | 38,578 | | | | | $ | 32,350 | |
| Total assets (3) | | | 35,594 | | | | | | 32,957 | | | | | | 32,718 | | | | | | 65,498 | | | | | | 52,359 | | |
| Short-term debt (4) | | | 500 | | | | | | 2,496 | | | | | | 1,005 | | | | | | 2,495 | | | | | | 1,749 | | |
| Long-term debt (5) | | | 15,226 | | | | | | 13,437 | | | | | | 15,365 | | | | | | 19,398 | | | | | | 10,008 | | |
| Other long-term liabilities (6) | | | 4,858 | | | | | | 4,516 | | | | | | 3,537 | | | | | | 2,432 | | | | | | 895 | | |
| Total stockholders’ equity (3) | | | 6,077 | | | | | | 4,909 | | | | | | 807 | | | | | | 30,725 | | | | | | 31,768 | | |
(1)Our fiscal year ends on the last Sunday in September.
The fiscal years ended September 27, 2020, September 29, 2019, September 24, 2017 and September 25, 2016 each included 52 weeks.
The fiscal year ended September 30, 2018 included 53 weeks.
(2)Revenues in fiscal 2020 included $1.8 billion resulting from the settlement with Huawei.
Net income for fiscal 2020 was impacted by $405 million in non-marketable investment impairments.
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 that concluded in fiscal 2019 (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.
Operating income in fiscal 2018 was further impacted by a $2.0 billion charge related to a fee in connection with the termination of a purchase agreement to acquire NXP Semiconductors N.V., a $1.2 billion charge related to a fine imposed by the EC and $629 million in charges related to our Cost Plan, partially offset by a $676 million benefit resulting from a settlement with the Taiwan Fair Trade Commission (TFTC).
Additionally, net loss for fiscal 2018 was impacted by a $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 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 impacted by $927 million and $778 million in charges related to the fines imposed by the Korea Fair Trade Commission and the TFTC, respectively.
(3)In the fourth quarter of fiscal 2018, we announced a stock repurchase program authorizing us to repurchase up to $30 billion of our common stock.
Under this program, we completed a tender offer and paid an aggregate of $5.1 billion to repurchase shares of our common stock and entered into three accelerated share repurchase agreements to repurchase an aggregate of $16.0 billion of our common stock, resulting in significant reductions to the balances of our cash, cash equivalents and marketable securities, total assets and total stockholders’ equity.
(4)Short-term debt was comprised of outstanding commercial paper and, in fiscal 2019 and 2017, the current portion of long-term debt.
(5)Long-term debt was comprised of floating- and fixed-rate notes.
(6)Other long-term liabilities in this balance sheet data includes noncurrent income taxes payable and noncurrent liabilities for uncertain tax positions and excludes unearned revenues.
Item 8. Financial Statements and Supplementary Data
1 rewritten, 0 added, 0 removed, 0 unchanged
Our consolidated financial statements at September [removed: 27, 2020] [added: 26, 2021] and September [removed: 29, 2019] [added: 27, 2020] and for each of the three years in the period ended September [removed: 27, 2020] [added: 26, 2021,] and the Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, are included in this Annual Report on pages F-1 through [removed: F-37.][added: F-32.]
Item 9A. Controls and Procedures
3 rewritten, 0 added, 0 removed, 16 unchanged
Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of September [removed: 27, 2020.][added: 26, 2021.]
PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited 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: 27, 2020,] [added: 26, 2021,] as stated in its report which appears on pages F-1 through [removed: F-3] [added: F-2] in this Annual Report.
There were no changes in our internal control over financial reporting during the fourth quarter of fiscal [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item regarding directors is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement to be filed with the SEC in connection with our [removed: 2021] [added: 2022] Annual Meeting of Stockholders [removed: (2021] [added: (2022] Proxy Statement) in “Proposal 1: Election of Directors” under the subheading “Nominees for Election.” Certain information required by this item regarding executive officers is set forth in Item 1 of Part I of this Report under the heading “Information about our Executive Officers.” The information required by this item regarding corporate governance is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement in the section titled “Corporate Governance” under the headings “Code of Ethics and Corporate Governance Principles and Practices” and “Board Meetings, Committees and [removed: Attendance.”][added: Attendance” and in the section titled “Stock Ownership of Certain Beneficial Owners and Management” under the heading “Delinquent Section 16(a) Reports.”]
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement in the sections titled “Executive Compensation and Related Information,” [added: “Compensation Discussion and Analysis,”] “HR and Compensation Committee [removed: Report”] [added: Report,” “Compensation Tables] and [added: Narrative Disclosures” and] “Director Compensation,” and in the section titled “Stock Ownership of Certain Beneficial Owners and Management” under the subheading “Compensation Committee Interlocks and Insider Participation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement in the section titled “Stock Ownership of Certain Beneficial Owners and Management” including under the subheading “Equity Compensation Plan Information.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement in the section titled “Certain Relationships and Related-Person Transactions,” and in the section titled “Corporate Governance” under the subheadings “Director Independence” and “Board Meetings, Committees and Attendance.”
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this item is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement in “Proposal 2: Ratification of Selection of Independent Public Accountants.”
Item 15. Exhibits and Financial Statement Schedules
66 rewritten, 15 added, 4 removed, 10 unchanged
| (1) Report of Independent Registered Public Accounting Firm | | | | | | [removed: F-1] [added: [F-1](#i75008b6600c644d885503827b69c726b_178)] | | | | | | | | |
| Consolidated Balance Sheets at September [removed: 27, 2020] [added: 26, 2021] and September [removed: 29, 2019] [added: 27, 2020] | | | | | | [removed: F-4] [added: [F-](#i75008b6600c644d885503827b69c726b_181)3] | | | | | | | | |
| Consolidated Statements of Operations for Fiscal [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | [removed: F-5] [added: [F-](#i75008b6600c644d885503827b69c726b_184)4] | | | | | | | | |
| Consolidated Statements of Comprehensive Income [removed: (Loss)] for Fiscal [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | [removed: F-6] [added: [F-](#i75008b6600c644d885503827b69c726b_187)5] | | | | | | | | |
| Consolidated Statements of Cash Flows for Fiscal [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | [removed: F-7] [added: [F-](#i75008b6600c644d885503827b69c726b_190)6] | | | | | | | | |
| Consolidated Statements of Stockholders’ Equity for Fiscal [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | [removed: F-8] [added: [F-](#i75008b6600c644d885503827b69c726b_196)7] | | | | | | | | |
| Notes to Consolidated Financial Statements | | | | | | [removed: F-9] [added: [F-](#i75008b6600c644d885503827b69c726b_199)8] | | | | | | | | |
| (2) Schedule II - Valuation and Qualifying Accounts for Fiscal [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | [removed: S-1] [added: [S-1](#i75008b6600c644d885503827b69c726b_250)] | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | [removed: | | | | | |] Date of First Filing | | | | | | Exhibit Number | | | | | | Filed Herewith | | |
| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/804328/000172894918000029/qcom04182018ex31.htm). | | | | | | 8-K | | | | | | [removed: | | | | | |] 4/20/2018 | | | | | | 3.1 | | | | | | | | |
| 3.2 | | | | | | [Amended and Restated [removed: Bylaws](http://www.sec.gov/Archives/edgar/data/804328/000172894918000063/qcom07162018ex31.htm).] [added: Bylaws](http://www.sec.gov/Archives/edgar/data/804328/000172894921000055/ex-32amendedandrestatedbyl.htm).] | | | | | | 8-K | | | | | | [removed: | | | | | | 7/17/2018] [added: 7/23/2021] | | | | | | [removed: 3.1] [added: 3.2] | | | | | | | | |
| 4.1 | | | | | | [Indenture, dated May 20, 2015, between the Company and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex41.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/21/2015 | | | | | | 4.1 | | | | | | | | |
| 4.2 | | | | | | [Officers’ Certificate, dated May 20, 2015, for the Floating Rate Notes due 2018, the Floating Rate Notes due 2020, the 1.400% Notes due 2018, the 2.250% Notes due 2020, the 3.000% Notes due 2022, the 3.450% Notes due 2025, the 4.650% Notes due 2035 and the 4.800% Notes due 2045.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex42.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/21/2015 | | | | | | 4.2 | | | | | | | | |
| 4.3 | | | | | | [Form of 3.000% Notes due 2022.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex47.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/21/2015 | | | | | | 4.7 | | | | | | | | |
| 4.4 | | | | | | [Form of 3.450% Notes due 2025.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex48.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/21/2015 | | | | | | 4.8 | | | | | | | | |
| 4.5 | | | | | | [Form of 4.650% Notes due 2035.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex49.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/21/2015 | | | | | | 4.9 | | | | | | | | |
| 4.6 | | | | | | [Form of 4.800% Notes due 2045.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex410.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/21/2015 | | | | | | 4.10 | | | | | | | | |
| 4.7 | | | | | | [Officers’ Certificate, dated May 26, 2017, for the Floating Rate Notes due 2019, the Floating Rate Notes due 2020, the Floating Rate Notes due 2023, the 1.850% Notes due 2019, the 2.100% Notes due 2020, the 2.600% Notes due 2023, the 2.900% Notes due 2024, the 3.250% Notes due 2027 and the 4.300% Notes due 2047.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex42.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/31/2017 | | | | | | 4.2 | | | | | | | | |
| 4.8 | | | | | | [Form of Floating Rate Notes due 2023.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex45.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/31/2017 | | | | | | 4.5 | | | | | | | | |
| 4.9 | | | | | | [Form of 2.600% Notes due 2023.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex48.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/31/2017 | | | | | | 4.8 | | | | | | | | |
| 4.10 | | | | | | [Form of 2.900% Notes due 2024.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex49.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/31/2017 | | | | | | 4.9 | | | | | | | | |
| 4.11 | | | | | | [Form of 3.250% Notes due 2027.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex410.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/31/2017 | | | | | | 4.10 | | | | | | | | |
| 4.12 | | | | | | [Form of 4.300% Notes due 2047.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex411.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/31/2017 | | | | | | 4.11 | | | | | | | | |
| 4.13 | | | | | | [Officers’ Certificate, dated May 8, 2020, for the 2.150% Notes due 2030 and the 3.250% Notes due 2050.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-2.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/11/2020 | | | | | | 4.2 | | | | | | | | |
| 4.14 | | | | | | [Form of 2.150% Notes due 2030.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-3.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/11/2020 | | | | | | 4.3 | | | | | | | | |
| 4.15 | | | | | | [Form of 3.250% Notes due 2050.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-4.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 5/11/2020 | | | | | | 4.4 | | | | | | | | |
| 4.16 | | | | | | [Officers’ Certificate, dated August 14, 2020, for the 1.300% Notes due 2028 and the 1.650% Notes due 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-2.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 8/18/2020 | | | | | | 4.2 | | | | | | | | |
| 4.17 | | | | | | [Form of 1.300% Rule 144A Global Notes due 2028.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-3.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 8/18/2020 | | | | | | 4.3 | | | | | | | | |
| 4.18 | | | | | | [Form of [removed: 1.300% Regulation S] [added: 1.650% Rule 144A] Global Notes due [removed: 2028.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-4.htm)] [added: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-5.htm)] | | | | | | 8-K | | | | | | [removed: | | | | | |] 8/18/2020 | | | | | | [removed: 4.4] [added: 4.5] | | | | | | | | |
| [removed: 4.19] [added: 4.22] | | | | | | [Form of 1.650% [removed: Rule 144A Global] Notes due [removed: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-5.htm) | | | | | | 8-K] [added: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex425.htm)] | | | | | | [added: 10-Q] | | | | | | [removed: 8/18/2020] [added: 02/3/2021] | | | | | | [removed: 4.5] [added: 4.25] | | | | | | | | |
| [removed: 4.21] [added: 4.19] | | | | | | [Registration Rights Agreement, dated as of August 14, 2020.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-7.htm) | | | | | | 8-K | | | | | | [removed: | | | | | |] 8/18/2020 | | | | | | 4.7 | | | | | | | | |
| [removed: 4.22] [added: 4.23] | | | | | | [Description [removed: of](https://www.sec.gov/Archives/edgar/data/804328/000172894919000072/qcom092919ex415.htm) [registrant’s](https://www.sec.gov/Archives/edgar/data/804328/000172894919000072/qcom092919ex415.htm) [securities.](https://www.sec.gov/Archives/edgar/data/804328/000172894919000072/qcom092919ex415.htm)] [added: of regi](https://www.sec.gov/Archives/edgar/data/804328/000172894919000072/qcom092919ex415.htm)[strant’s securities.](https://www.sec.gov/Archives/edgar/data/804328/000172894919000072/qcom092919ex415.htm)] | | | | | | 10-K | | | | | | [removed: | | | | | |] 11/6/2019 | | | | | | 4.15 | | | | | | | | |
| 10.1 | | | | | | [Form of Indemnity Agreement between the Company and its directors and officers. (2)](http://www.sec.gov/Archives/edgar/data/804328/000123445215000271/qcom92715ex101.htm) | | | | | | 10-K | | | | | | [removed: | | | | | |] 11/4/2015 | | | | | | 10.1 | | | | | | | | |
| 10.2 | | | | | | [Amended and [removed: Restated](http://www.sec.gov/Archives/edgar/data/804328/000172894920000031/qcom03292020ex107.htm) [2016] [added: Restated 2016] Long-Term Incentive Plan. (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894920000031/qcom03292020ex107.htm) | | | | | | 10-Q | | | | | | [removed: | | | | | |] 4/29/2020 | | | | | | 10.7 | | | | | | | | |
| 10.3 | | | | | | [Form of Non-Employee Director Deferred Stock Unit Grant Notices and Non-Employee Director Deferred Stock Unit Agreements under the 2016 Long-Term Incentive Plan for non-employee directors residing in the United [removed: States.] [added: States](http://www.sec.gov/Archives/edgar/data/804328/000123445216000429/qcom32716ex1032.htm) [(](http://www.sec.gov/Archives/edgar/data/804328/000123445216000429/qcom32716ex1032.htm)[2016 Form](http://www.sec.gov/Archives/edgar/data/804328/000123445216000429/qcom32716ex1032.htm)[)](http://www.sec.gov/Archives/edgar/data/804328/000123445216000429/qcom32716ex1032.htm)[.] (2)](http://www.sec.gov/Archives/edgar/data/804328/000123445216000429/qcom32716ex1032.htm) | | | | | | 10-Q | | | | | | [removed: | | | | | |] 4/20/2016 | | | | | | 10.32 | | | | | | | | |
| 10.4 | | | | | | [removed: [Form] [added: [Forms] of Non-Employee Director Deferred Stock Unit Grant [removed: Notice] [added: Notices] and Non-Employee Director Deferred Stock Unit [removed: Agreement] [added: Agreements] under the 2016 Long-Term Incentive Plan for [removed: non-employee directors residing] [added: Non-Employee Directors] in Hong Kong. [removed: (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894920000057/qcom06282020ex109.htm)] [added: (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000043/qcom032821ex104.htm)] | | | | | | 10-Q | | | | | | [removed: | | | | | | 7/29/2020] [added: 4/28/21] | | | | | | [removed: 10.9] [added: 10.4] | | | | | | | | |
| 10.5 | | | | | | [removed: [Amended and Restated Credit] [added: [Credit] Agreement among QUALCOMM Incorporated, the lenders [removed: party thereto] [added: party](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [thereto, the letter of credit issuers party](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [thereto] and Bank of America, N.A., [removed: as Administrative Agent, dated as] [added: as](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [administrative agent, swing line lender and a letter] of [removed: November 8, 2016.](http://www.sec.gov/Archives/edgar/data/804328/000095015716002442/ex10-2.htm)] [added: credit issuer,](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [dated as of](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [December](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [8,](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [2020.](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm)] | | | | | | 8-K | | | | | | [removed: | | | | | | 11/9/2016] [added: 12/10/2020] | | | | | | [removed: 10.2] [added: 10.1] | | | | | | | | |
| [removed: 10.6] [added: 10.19] | | | | | | [Form of [added: Qualcomm Incorporated 2016 Long-Term Incentive Plan] Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Agreement [removed: under the 2016 Long-Term Incentive Plan, which includes a September 25, 2017 to September 27, 2020 performance period. (2)](http://www.sec.gov/Archives/edgar/data/804328/000123445217000190/qcom92417ex1040.htm)] [added: (2020 Form). (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894920000067/qcom092720ex1021.htm)] | | | | | | 10-K | | | | | | [removed: | | | | | | 11/1/2017] [added: 11/4/2020] | | | | | | [removed: 10.40] [added: 10.21] | | | | | | | | |
| [removed: 10.7] [added: 10.6] | | | | | | [Qualcomm Incorporated Non-Executive Officer Change in Control [removed: Severance Plan.](http://www.sec.gov/Archives/edgar/data/804328/000172894918000011/qcom122417ex1042.htm)] [added: Severance](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex107.htm) [Plan (as amended and restated).](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex107.htm)] | | | | | | 10-Q | | | | | | [removed: | | | | | | 1/31/2018] [added: 7/28/2021] | | | | | | [removed: 10.42] [added: 10.7] | | | | | | | | |
| 10.8 | | | | | | [Form of 2016 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Grant Notice and Non-Employee Director Deferred Stock Unit [removed: Agreement for Non-Employee Directors in Singapore. (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1058.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1060.htm) [(](http://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1060.htm)[2018 Form](http://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1060.htm)[)](http://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1060.htm)[. (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1060.htm)] | | | | | | 10-Q | | | | | | [removed: | | | | | |] 4/25/2018 | | | | | | [removed: 10.58] [added: 10.60] | | | | | | | | |
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| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of January 12, 2021, among Qualcomm Technologies, Inc., Nile Acquisition Corporation and NuVia, Inc. (1)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000009/nile-mergeragreement.htm) | | | | | | 8-K | | | | | | 1/13/2021 | | | | | | 2.1 | | | | | | | | |
| 2.2 | | | | | | [Agreement and Plan of Merger, dated as of October 4, 2021, by and among QUALCOMM Incorporated, SSW HoldCo LP, SSW Merger Sub Corp and Veoneer, Inc. (1)](http://www.sec.gov/Archives/edgar/data/804328/000110465921122578/tm2129124d1_ex2-1.htm) | | | | | | 8-K | | | | | | 10/4/2021 | | | | | | 2.1 | | | | | | | | |
| 4.20 | | | | | | [Officers’ Certificate, dated January 6, 2021, for the 1.300% Notes due 2028 and the 1.650% Notes due 2032.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex423.htm) | | | | | | 10-Q | | | | | | 02/3/2021 | | | | | | 4.23 | | | | | | | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Date of First Filing | | | | | | Exhibit Number | | | | | | Filed Herewith | | |
| 4.21 | | | | | | [Form of 1.300% Notes due 2028.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex424.htm) | | | | | | 10-Q | | | | | | 02/3/2021 | | | | | | 4.24 | | | | | | | | |
| 10.7 | | | | | | [Forms of Non-Employee Director Deferred Stock Unit Grant Notices and Non-Employee Director Deferred Stock Unit Agreements under the 2016 Long-Term Incentive Plan for Non-Employee Directors in Singapore. (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000043/qcom032821ex108.htm) | | | | | | 10-Q | | | | | | 4/28/21 | | | | | | 10.8 | | | | | | | | |
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| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Date of First Filing | | | | | | Exhibit Number | | | | | | Filed Herewith | | |
| 10.20 | | | | | | [Special Advisor Employment Agreement between the Company and Steven M. Mollenkopf dated as of January 4, 2021. (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000043/qcom032821ex1023.htm) | | | | | | 10-Q | | | | | | 4/28/2021 | | | | | | 10.23 | | | | | | | | |
| 10.21 | | | | | | [Investment and Separation Matters Agreement, dated as of October 4, 2021, by and among QUALCOMM Incorporated, SSW HoldCo LP and SSW Merger Sub Corp (1)](http://www.sec.gov/Archives/edgar/data/804328/000110465921122578/tm2129124d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10/4/2021 | | | | | | 10.1 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 4.20 | | | | | | [Form of 1.650% Regulation S Global Notes due 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-6.htm) | | | | | | 8-K | | | | | | | | | | | | 8/18/2020 | | | | | | 4.6 | | | | | | | | |
| 10.21 | | | | | | [Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Agreement (2020 Form). (2)](https://www.sec.gov/Archives/edgar/data/804328/000172894920000067/qcom092720ex1021.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
An excerpt. Shown here: 40 of 66 rewritten, all 15 added and all 4 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2021 filing and the FY2020 filing.
Item 16. Form 10-K Summary
497 rewritten, 168 added, 306 removed, 664 unchanged
| | | | | | | [added: President and] Chief Executive Officer | | | | | |
| /s/ [removed: Steve Mollenkopf] [added: Cristiano R. Amon] | | | | | | [added: President and] Chief Executive [removed: Officer] [added: Officer,] and Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| [removed: Steve Mollenkopf] [added: Cristiano R. Amon] | | | | | | (Principal Executive Officer) | | | | | | | | |
| /s/ Akash Palkhiwala | | | | | | [removed: Executive Vice President and] Chief Financial Officer | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Erin Polek | | | | | | Senior Vice President, Corporate Controller and Chief Accounting Officer | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Mark Fields | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Jeffrey W. Henderson | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Ann M. Livermore | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Harish Manwani | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Mark D. McLaughlin | | | | | | Chair of the Board | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Jamie S. Miller | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Clark T. Randt, Jr. | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Irene B. Rosenfeld | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ [removed: Neil] [added: Kornelis (Neil)] Smit | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| [removed: Neil] [added: Kornelis (Neil)] Smit | | | | | | | | | | | | | | |
| /s/ Jean-Pascal Tricoire | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
| /s/ Anthony J. Vinciquerra | | | | | | Director | | | | | | November [removed: 4, 2020] [added: 3, 2021] | | |
We have audited the accompanying consolidated balance sheets of QUALCOMM Incorporated and its subsidiaries [added: (the “Company”)] as of September [removed: 27, 2020] [added: 26, 2021] and September [removed: 29, 2019,] [added: 27, 2020,] and the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] stockholders’ equity and cash flows for each of the three years in the period ended September [removed: 27, 2020,] [added: 26, 2021,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of September [removed: 27, 2020,] [added: 26, 2021,] based on criteria established in *Internal Control - Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September [removed: 27, 2020] [added: 26, 2021] and September [removed: 29, 2019,] [added: 27, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 27, 2020] [added: 26, 2021] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September [removed: 27, 2020,] [added: 26, 2021,] based on criteria established in *Internal Control - Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the COSO.
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
[removed: Amounts due] [added: Since September 27, 2020, Huawei paid all such amounts, including the final installment] under the settlement agreement [removed: are to be paid] in [removed: installments by the end of June 2021 in] accordance with [removed: an] [added: the] agreed upon payment schedule.
[removed: Based on this evaluation, management concluded the revenue recognition criteria were met, and] [added: As a result, we] recorded revenues of $1.8 billion in the fourth quarter of fiscal 2020 related to the full amount due from Huawei under the settlement agreement and amounts [added: paid] for the March 2020 and June 2020 quarters under the new global patent license agreement.
| | | | [added: | | | | | | | | | | | | | | | | | | | | |] September [added: 26, 2021 | | | | | | September] 27, 2020 | | | | | | September 29, 2019 | | |
| Cash and cash equivalents | | | $ | [removed: 6,707] [added: 7,116] | | | | | $ | [removed: 11,839] [added: 6,707] | |
| Marketable securities | | | [removed: 4,507] [added: 5,298] | | | | | | [removed: 421] [added: 4,507] | | |
| Accounts receivable, net | | | [removed: 4,003] [added: 3,579] | | | | | | [removed: 2,471] [added: 4,003] | | |
| Inventories | | | [removed: 2,598] [added: 3,228] | | | | | | [removed: 1,400] [added: 2,598] | | |
| Other current assets | | | [removed: 704] [added: 854] | | | | | | [removed: 634] [added: 704] | | |
| Total current assets | | | [removed: 18,519] [added: 20,075] | | | | | | [removed: 16,765] [added: 18,519] | | |
| Deferred tax assets | | | [removed: 1,351] [added: 1,591] | | | | | | [removed: 1,196] [added: 1,351] | | |
| Property, plant and equipment, net | | | [removed: 3,711] [added: 4,559] | | | | | | [removed: 3,081] [added: 3,711] | | |
| Goodwill | | | [removed: 6,323] [added: 7,246] | | | | | | [removed: 6,282] [added: 6,323] | | |
| Other intangible assets, net | | | [removed: 1,653] [added: 1,458] | | | | | | [removed: 2,172] [added: 1,653] | | |
| Other assets | | | [removed: 4,037] [added: 6,311] | | | | | | [removed: 3,461] [added: 4,037] | | |
| Total assets | | | $ | [removed: 35,594] [added: 41,240] | | | | | $ | [removed: 32,957] [added: 35,594] | |
| Trade accounts payable | | | $ | [removed: 2,248] [added: 2,750] | | | | | $ | [removed: 1,368] [added: 2,248] | |
| Payroll and other benefits related liabilities | | | [removed: 1,053] [added: 1,531] | | | | | | [removed: 1,048] [added: 1,053] | | |
| November 3, 2021 | | | By | | | /s/ Cristiano R. Amon | | | | | |
| | | | | | | Cristiano R. Amon | | | | | |
| /s/ Sylvia Acevedo | | | | | | Director | | | | | | November 3, 2021 | | |
| Sylvia Acevedo | | | | | | | | | | | | | | |
| /s/ Gregory N. Johnson | | | | | | Director | | | | | | November 3, 2021 | | |
| Gregory N. Johnson | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
*Revenue recognition – Qualcomm CDMA Technologies (QCT) customer incentive arrangements*
As described in Notes 1 and 2 to the consolidated financial statements, the Company’s QCT segment, which recorded revenues of $27.0 billion in fiscal 2021, records reductions to revenues for customer incentive arrangements, including volume-related and other pricing rebates and cost reimbursements for marketing and other activities involving certain products and technologies, in the period that the related revenues are earned.
For certain QCT customer incentive arrangements, there is complexity in applying certain contractual terms to determine the amount recorded as a reduction to revenues.
The amounts accrued for customer incentive arrangements are recorded as a reduction to accounts receivable, net or as other current liabilities based on whether the Company has the intent and contractual right of offset.
Certain amounts recorded as a reduction to revenues for customer incentive arrangements are considered variable consideration and are included in the transaction price primarily based on estimating the most likely amount expected to be provided to the customer.
The principal considerations for our determination that performing procedures relating to revenue recognition of QCT customer incentive arrangements is a critical audit matter are the significant audit effort in performing procedures and evaluating audit evidence obtained related to the completeness and accuracy of reductions to QCT revenues recognized.
These procedures included testing the effectiveness of controls relating to management’s review of and accounting for customer incentive arrangements as well as controls relating to management’s review over the completeness and accuracy of reductions to revenues in fiscal 2021 and accruals for customer incentive arrangements as of the balance sheet date.
These procedures also included, among others, testing the completeness and accuracy of customer incentive arrangement reductions to revenues and customer incentive arrangement accruals recorded in the consolidated financial statements, and recalculating, on a test basis, reductions to revenues and accruals for customer incentive arrangements based upon customer-specific contractual terms.
| Common stock issued under employee benefit plans | | | 345 | | | | | | 331 | | | | | | 417 | | |
| Stock awards assumed in acquisition | | | 10 | | | | | | — | | | | | | — | | |
| Net income | | | 9,043 | | | | | | 5,198 | | | | | | 4,386 | | |
We adopted the new accounting guidance in the first quarter of fiscal 2021 under the modified retrospective transition method, except for certain available-for-sale debt securities where the prospective transition method was required, and as a result, prior period results have not been restated.
The impact upon adoption was not material to our consolidated financial statements.
Unrealized losses that are related to credit loss factors on available-for-sale debt securities and subsequent adjustments to the credit loss are recorded as an allowance for credit losses, which is included in investment and other income, net.
The fair values of our foreign currency
There were no outstanding interest rate swaps related to long-term debt at September 26, 2021 and September 27, 2020.
During fiscal 2021, we entered into forward-starting interest rate swaps to hedge the variability of forecasted interest payments on anticipated debt issuances through 2025.
These transactions are designated as cash flow hedges of a forecasted transaction.
The gains and losses arising from such contracts are recorded as a component in accumulated other comprehensive income as gains and losses on derivative instruments, net of taxes.
When the anticipated debt issuances are completed, the hedging gains and losses in accumulated other comprehensive income are reclassified as interest expense over the terms of the related debt issued.
The fair values of our forward-starting interest rate swaps recorded in total liabilities were $105 million at September 26, 2021.
| Swaps | | | 2,600 | | | | | | — | | |
| | | | $ | 5,919 | | | | | $ | 1,885 | |
| British pound sterling | | | 83 | | | | | | — | | |
| | | | $ | 5,919 | | | | | $ | 1,885 | |
During fiscal 2021, we sold all of our investments held in auction rate securities.
Other property, plant and equipment
We broadly provide per unit royalty caps that apply to certain
For certain QCT (Qualcomm CDMA Technologies) customer incentive arrangements, there is complexity in applying certain contractual terms to determine the amount recorded as a reduction to revenues.
No significant reversals of revenues have been made related to such amounts previously recorded.
Certain amounts recorded as a reduction to revenues for customer incentive arrangements are considered variable
Adjustments made to revenues in subsequent periods to reflect changes in estimates as new information becomes available are included in our disclosure of revenues recognized from previously satisfied performance obligations.
November 4, 2020
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | By | | | /s/ Steve Mollenkopf | | | | | |
| | | | | | | Steve Mollenkopf | | | | | |
*Legal and Regulatory Proceedings*
As described in Notes 1 and 7 to the consolidated financial statements, the Company is currently involved in certain legal and regulatory proceedings.
If there is at least a reasonable possibility that a material loss may have been incurred associated with a pending legal and regulatory proceeding, management discloses such fact, and if reasonably estimable, management provides an estimate of the possible loss or range of possible loss.
Management records the best estimate of a loss related to pending legal and regulatory proceedings when the loss is considered probable and the amount can be reasonably estimated.
Where a range of a loss can be reasonably estimated with no best estimate in the range, management records the minimum estimated liability.
As additional information becomes available, management assesses the potential liability related to pending legal or regulatory proceedings and revises the estimates and updates the disclosures accordingly.
Significant judgment is required by management in both the determination of probability of loss and the determination as to whether a loss is reasonably estimable.
The principal considerations for our determination that performing procedures relating to legal and regulatory proceedings is a critical audit matter are the significant judgment by management when assessing the likelihood of a loss being incurred and when determining whether a reasonable estimate of the loss or range of loss can be made; this led to a high degree of auditor judgment, subjectivity and significant audit effort in evaluating management’s assessment of the loss contingencies associated with the legal and regulatory proceedings.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to management’s evaluation of legal and regulatory proceedings, including controls over determining whether a loss is probable and whether the amount of loss can be reasonably estimated, as well as financial statement disclosures.
These procedures also included, among others: (i) obtaining and evaluating the letters of audit inquiry with external and internal legal counsel; (ii) reading certain correspondence the Company received from regulators; (iii) reading certain documents the Company has filed with the courts and related counterparty filings; (iv) reading certain documents issued by the courts; (v) evaluating the reasonableness of management’s process for identifying and assessing loss contingencies regarding whether an unfavorable outcome is probable and reasonably estimable; and (vi) evaluating the sufficiency of the Company’s legal and regulatory proceedings disclosures in the consolidated financial statements.
*Revenue Recognition - Huawei Agreements*
As described in Note 2 to the consolidated financial statements, in July 2020, the Company entered into a settlement agreement with Huawei to resolve their prior dispute related to their license agreement that expired on December 31, 2019 and also entered into a new long term, global patent license agreement that applies to sales of certain wireless products by Huawei beginning on January 1, 2020 (collectively “Huawei Agreements”).
Significant evaluation and judgment were required by management in determining the appropriate accounting for the Huawei Agreements.
Management considered, among other items, (i) Huawei’s commitment to perform under the Huawei Agreements (including Huawei’s intent and ability to pay amounts due); (ii) Huawei’s performance to date under the Huawei Agreements (including timely payments made); (iii) Huawei’s current and projected financial condition (including the impact of enacted national security protection policies by the U.S. government on Huawei’s business); and (iv) certain contractual protections obtained under the Huawei Agreements.
In addition, revenues recorded for the fourth quarter of fiscal 2020 included estimated royalties due from Huawei for sales made in the September 2020 quarter under the new global patent license agreement.
The principal considerations for our determination that performing procedures relating to revenue recognition for the Huawei Agreements is a critical audit matter are the significant judgment by management in determining the appropriate accounting for the Huawei Agreements, including evaluating the significant judgments related to determining Huawei's commitment to perform its contractual obligations and probability of collection under the Huawei Agreements; this led to a high degree of auditor judgment, subjectivity and significant audit effort in performing procedures to evaluate the appropriateness of revenue recognized for the Huawei Agreements.
These procedures included testing the effectiveness of controls relating to the revenue recognition process, including the assessment and evaluation of the Huawei Agreements.
These procedures also included, among others, evaluating the revenue recognized for the Huawei Agreements and the reasonableness of significant judgments related to determining Huawei’s commitment to perform its contractual obligations and probability of collection
under the Huawei Agreements.
Evaluating the reasonableness of management’s judgments included (i) reading the Huawei Agreements; (ii) performing inquiries with key members of management who were involved in the negotiation and execution of the Huawei Agreements; (iii) evaluating Huawei’s compliance with initial payment and reporting obligations under the Huawei Agreements; (iv) evaluating management’s assessment of collectability, including the analysis of the impact of enacted national security protection policies by the U.S. government on Huawei’s business; and (v) confirming the outstanding receivable balance from the settlement agreement as of September 27, 2020 with Huawei.
QUALCOMM Incorporated
| Common stock issued under employee benefit plans and the related tax benefits | | | 328 | | | | | | 415 | | | | | | 612 | | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the third quarter of fiscal 2018, we eliminated the one-month reporting lag that was used to consolidate RF360 Holdings Singapore Pte., Ltd. (since its formation in fiscal 2017) to provide contemporaneous reporting within our consolidated financial statements.
The effect of this change was not material to the consolidated financial statements, and therefore, the impact of eliminating the one-month reporting lag was included in our results of operations for fiscal 2018.
The fiscal years ended September 30, 2018 included 53 weeks.
The difference between the operating lease assets and liabilities of $51 million primarily related to deferred rent liabilities that existed as of the date of adoption.
Prior period results have not been restated and continue to be reported in accordance with the accounting guidance in effect for those periods (ASC 605).
We classify marketable securities as current or noncurrent based on the nature of the
securities and their availability for use in current operations.
At each balance sheet date, we assess available-for-sale debt securities in an unrealized loss position to determine whether the unrealized loss is other than temporary.
changes in the fair value of the interest rate swaps substantially offset changes in the fair value of the hedged portion of the underlying debt that are attributable to changes in the market interest rates.
During fiscal 2020, our remaining interest rate swaps related to certain of our May 2015 Notes were terminated.
The aggregate fair value of our interest rate swaps related to long-term debt was negligible at September 29, 2019.
An excerpt. Shown here: 40 of 497 rewritten, 40 of 168 added and 40 of 306 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2021 filing and the FY2020 filing.