Qualcomm (QCOM) 10-K risk factor changes: FY2022 vs FY2021

[removed: However,] [added: Further,] the risks and uncertainties described below are not the only ones we face.

In [removed: that case,] [added: such cases,] the trading price of our common stock could decline.

The [removed: coronavirus (COVID-19) pandemic had an adverse effect on] [added: COVID-19 pandemic, or a similar health crisis, may impact] our business [removed: and] [added: or] results of [removed: operations, and may continue to impact us] [added: operations] in the future.

The [removed: rapid, global spread of] COVID-19 [removed: and the fear it created] [added: pandemic] resulted in significant economic uncertainty, significant declines in business and consumer confidence and global demand in the wireless industry (among others) and a global economic slowdown, which [removed: resulted in a global recession.][added: negatively affected our financial results over certain periods.]

Specifically, 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 resulted in decreased demand for our integrated circuit products [removed: (which are incorporated into such devices)] and a decrease in the royalties we earned on the licensing of our intellectual [removed: property (which is dependent upon the number of such devices sold that utilize our intellectual property).][added: property.]

The COVID-19 [removed: pandemic] [added: pandemic, or a similar health crisis that may arise in the future,] could impact our business, results of operations and financial condition in the [removed: future] [added: manner described above, and/or] through delayed, reduced or cancelled customer orders; 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.

The COVID-19 pandemic also caused us to modify our workforce practices, such as having the vast majority of our employees [removed: working] [added: work] from home.

[removed: We] [added: While we have generally reopened our offices and are currently operating under a hybrid work model, 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 [added: a similar health crisis, or] if government policies restrict the ability of those employees to perform their critical functions.

See also the Risk Factor titled “*We may not be able to attract and retain qualified employees, and our attempts to [removed: fully reopen our offices and] operate under a hybrid [removed: working environment] [added: work model] may not be successful.*”

The degree to which the COVID-19 [removed: pandemic impacts] [added: pandemic, or a similar health crisis, may impact] our future business, results of operations and financial condition will depend on future developments, which are uncertain, including but not limited to the [removed: duration, spread and severity] [added: duration] of the [removed: pandemic; the availability, adoption and efficacy of vaccines;] [added: pandemic or other health crisis; spikes in cases in various geographic regions;] the emergence, spread and severity of new [removed: variants of COVID-19, and] [added: virus or disease variants;] the [removed: protection afforded by] [added: availability, adoption and efficacy of] vaccines [removed: against such variants;] [added: or other medical treatments; and] government responses and other actions to [removed: mitigate] [added: limit] the spread of [removed: and to treat COVID-19; and when and] [added: the virus or disease or] to [removed: what extent normal business,] [added: mitigate resulting negative] economic [removed: and social activity and conditions resume.][added: effects.]

We are similarly unable to predict the extent to which [removed: the pandemic impacts] [added: COVID-19 or similar health crisis may impact] our customers, licensees, suppliers and other partners and their financial conditions, but adverse effects on these parties could also adversely affect us.

To the extent the COVID-19 pandemic [added: or a similar health crisis] adversely affects our business, results of operations [removed: and] [added: or] financial condition, it may also have the effect of exacerbating the other risks discussed in this “Risk Factors” section.

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 [removed: (or all)] [added: or all] of their devices, rather than our products, which could [added: significantly reduce the revenues we derive from these customers.]

The loss of any one of our significant customers, a reduction in the purchases of our products by [removed: such] [added: any of these] customers or the 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, [removed: the COVID-19 pandemic] [added: a decline in global, regional] or [added: local economic conditions, a decline in consumer demand, elevated inventory levels at our customers or] otherwise, would reduce our revenues and could harm our ability to achieve or sustain expected results of [removed: operations, and a delay of significant purchases, even if only temporary, would reduce our revenues in the period of the delay.][added: operations.]

A reduction in sales of premium-tier devices, a reduction in sales of our premium-tier integrated circuit products (which have a higher revenue and margin contribution than our lower-tier integrated circuit products), or a shift in share away [removed: from OEMs that utilize our premium-tier products, would reduce our revenues and margins and may harm our ability to achieve or sustain expected financial results.]

Certain of our largest integrated circuit customers (for example, Samsung) develop their own integrated circuit products, which they have in the past utilized, and currently utilize, in certain of their devices and may in the future utilize in some [removed: (or all)] [added: or all] of their devices, rather than our products (and they have and may continue to sell their integrated circuit products to third parties, discretely or together with certain of their other products, in competition with us).

In December 2019, Apple acquired Intel’s modem assets and is developing its own modem products using [removed: these] [added: those] assets.

Accordingly, [added: we expect] Apple [removed: is expected] to use its own modem products, rather than our products, in some [removed: (or all)] [added: or all] of its future devices.

In addition, [added: periodic] 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.

If some or all of our largest customers and/or the largest smartphone OEMs utilize their own integrated circuit/modem products in some [removed: (or all)] [added: or all] of their devices rather than our products, our business, revenues, results of operations, cash flows and financial position could be materially adversely impacted.

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 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 [removed: products.][added: products, which could materially harm our business, revenues, results of operations, cash flows and financial position.]

[removed: Political] [added: Further, political] actions, including trade [removed: protection and] [added: and/or] national security [removed: policies of] [added: protection policies, or other actions by governments, particularly] the U.S. and Chinese governments, [removed: such as tariffs, bans or placing companies on restricted entity lists,] have in the past, currently are and could in the future limit or prevent us from transacting business with certain of our [removed: Chinese] customers or [removed: suppliers,] [added: suppliers;] limit, prevent or discourage certain of our [removed: Chinese] customers or suppliers from transacting business with [removed: us,] [added: us;] or make it more expensive to do so.

Given our revenue concentration in China, if, due to actual, threatened or potential U.S. or Chinese government actions or policies: we were further limited in, or prohibited from, selling our integrated circuit products to Chinese OEMs; [removed: if] our non-Chinese OEM customers were limited in, or prohibited from, selling devices into China that incorporate our integrated circuit products; [removed: if] Chinese OEMs develop and use their own integrated circuit products or use our competitors’ integrated circuit products in some [removed: (or all)] [added: or all] of their devices rather than our integrated circuit products; [removed: if] Chinese tariffs on our integrated circuit products or on devices which incorporate our integrated circuit products made purchasing such products or devices more expensive to Chinese OEMs or Chinese consumers; or [removed: if] our Chinese licensees delay or cease making payments of license fees they owe us, our business, revenues, results of operations, cash flows and financial position could be materially harmed.

While we continue to invest significant resources toward advancements primarily in support [removed: of 4G- and] 5G-based technologies, we also invest in new and expanded product areas, and industries and applications beyond mobile handsets, by utilizing our existing technical and business expertise and through acquisitions or other strategic transactions.

In particular, our future growth depends in part on new and expanded product areas, [removed: such as RFFE,] and industries and applications beyond mobile handsets, such as automotive and IoT; our ability to develop leading and cost-effective technologies and products for these new and expanded product areas, industries and applications; and third parties incorporating our technologies and products into devices used in these product areas, industries and applications.

However, our research, development and other investments in these new and expanded product areas, industries and applications, and corresponding technologies and products, as well as in our [removed: existing,] [added: existing] technologies and products and new [removed: technologies, such as 5G, use of licensed, shared and unlicensed spectrum and convergence of cellular and Wi-Fi,] [added: technologies in mobile handsets,] may not succeed because, among other reasons: we may not be issued patents on the technologies we develop; the technologies we develop may not be incorporated into relevant standards; new and expanded product areas, industries and applications beyond mobile handsets, and consumer demand therein, may not develop or grow as anticipated; we may be unable to attract or retain employees with the necessary skills in such new and expanded product areas, industries and applications; our strategies or the strategies of our customers, licensees or partners may not be successful; alternate technologies [added: or products] may be better or may reduce the advantages we anticipate from our investments; competitors’ technologies or products may be more cost effective, have more capabilities or fewer limitations or be brought to market faster than our new technologies or products; we may not be able to develop, or our competitors may have more established and/or stronger, customer, vendor, distributor or other channel relationships; and competitors may have longer operating histories in industries and applications that are new to us.

We may also underestimate the costs [removed: of] [added: of,] or overestimate the future revenues or margins that could result from these investments, and these investments may not, or may take many years to, generate material returns.

If [added: we are not successful in extending] our [added: technologies and products into] new [added: and expanded product areas, and industries and applications beyond mobile handsets, if our new] technologies and products are not successful, or [added: if we] are not successful in the time frames we anticipate, we may incur significant costs and asset impairments, our business and revenues may not grow or grow as anticipated, our revenues and margins may be negatively impacted, our stock price may decline and our reputation may be harmed.

[removed: From time to time, we] [added: We routinely] acquire businesses and other assets, including patents, technology and other intangible assets, enter into joint ventures or other strategic [removed: transactions] [added: transactions,] and purchase minority equity interests in or make loans to companies, including those that may be private and early-stage.

Our strategic activities are generally focused on opening or expanding opportunities for our products and technologies and supporting the design and introduction of new products (or enhancing existing products) for mobile handsets, and for [removed: new] industries and applications beyond mobile handsets.

Our strategic activities may not [added: be successful,] generate financial returns or result in increased adoption or continued use of our technologies or products.

In some cases, we may be required to consolidate or record our share of the earnings or losses of companies in which we have acquired ownership [added: or variable] interests.

[added: Additionally, we may not be successful in entering or expanding into new sales or] distribution channels, business or operational models, geographic regions, industries and applications served by or adjacent to the associated businesses or in addressing potential new opportunities that may arise out of our strategic acquisitions.

Future acquisitions or other strategic investments may be more difficult, complex or expensive to the extent that our reputation for our ability to consummate acquisitions has been [added: or is in the future] harmed.

There are a limited number of such third-party suppliers, and even fewer who are capable of manufacturing at the leading process technology nodes or who are willing to operate at older process technology [removed: nodes.][added: nodes necessary for certain of our integrated circuit products.]

[removed: The semiconductor manufacturing] foundries that supply our products are primarily located in Asia, as are [removed: our] [added: the] primary warehouses where we store finished goods for fulfillment of customer orders.

- [removed: a] [added: any other] reduction, interruption, delay or limitation in our product supply [removed: sources;][added: sources.]

- a failure [added: or inability] by our suppliers to procure raw materials or allocate adequate raw materials for our [removed: products;][added: products, or an increase in prices for raw materials or components;]

- our suppliers’ [added: failure or] inability to develop or maintain, or a delay in developing or building out, manufacturing capacity for leading process technologies, including transitions to smaller geometry process technologies;

- the loss of a supplier or the [added: failure or] inability of a supplier to meet performance, quality or yield specifications or delivery schedules;

You should consider each of the following factors in evaluating our business and our prospects, any of which could negatively impact our business, results of operations, cash flows and financial condition, and require significant management time and attention.

A delay of significant purchases, even if only temporary, would reduce our revenues in the period of the delay.

from OEMs that utilize our premium-tier products, would reduce our revenues and margins and may harm our ability to achieve or sustain expected financial results.

Political actions, including trade protection and national security policies of the U.S. and Chinese governments, such as tariffs, bans or placing companies on restricted entity lists, have in the past, currently are and could in the future limit or

prevent us from transacting business with certain of our Chinese customers or suppliers, limit, prevent or discourage certain of our Chinese customers or suppliers from transacting business with us, or make it more expensive to do so.

See also the Risk Factor 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.

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*.”

If our products fail to perform to specifications, compete with the product quality of our competitors or meet quality and/or regulatory standards of a particular industry or application (including product safety and information security standards, which may differ by region, geography and industry, and which are particularly stringent in the automotive industry), we may be unable to successfully expand our business in that industry or application, and our growth could be limited.

In addition, acquisitions that we have completed could subsequently be reviewed and/or challenged by government agencies, which could result in fines, penalties or other liability, or requirements to divest all or a portion of an acquired business.

The semiconductor manufacturing

- our suppliers’ failure or inability to react to shifts in product demand, including situations where demand for integrated circuits exceeds suppliers’ capacity to meet that demand;

products.

Further, certain of our suppliers have in the past attempted, and may in the future attempt, to unilaterally reduce their capacity commitments to us.

Additionally, our suppliers have in the past and may in the future increase their prices during periods of capacity constraints, or for other reasons, thus increasing our costs.

While capacity constraints have largely abated, we continue to see price increases from certain of our key semiconductor manufacturing suppliers which, without corresponding increases in the prices of our products, would negatively impact our margins.

Further, to the extent our customers procure supply of our integrated circuit products beyond their current needs (i.e., build up inventory of our integrated circuit products), whether due to concerns over supply, overestimating demand and/or a decline in macroeconomic conditions, or otherwise, they may not purchase expected quantities of our products in subsequent quarters, which may negatively impact our revenues, results of operations and cash flows in such quarters.

Due to the factors above, we are currently experiencing, and expect to continue to experience in the near term, such underutilization of capacity at our manufacturing facilities.

liabilities; suspension of production; significant compliance requirements; alteration of our manufacturing, assembly or test processes; restriction on our ability to modify or expand our facilities; damage to our reputation; and restrictions on our operations or sales.

We have manufacturing facilities in Asia and Europe, and the primary warehouses where we store finished goods are located in Asia.

From time to time, we begin to purchase equipment to meet expected customer demand in advance of any purchase orders or long-term purchase commitments.

As part of our cybersecurity program, we seek to identify and remediate vulnerabilities in our IT systems and software (including third party software used in our IT systems) that could be exploited by hackers or other malicious actors.

However, we may not be aware of all such vulnerabilities, and we may fail to identify and/or remediate such vulnerabilities before they are exploited.

Our technology, intellectual property and other proprietary or confidential information that we have provided to customers, licensees or other business partners could also be wrongfully obtained by third parties through cyber-attacks on such customers’, licensees’ or other business partners’ IT systems.

In addition, our contracts with certain of our customers require us to obtain cybersecurity certifications for our IT systems.

Failure to obtain or maintain the necessary cybersecurity certifications could result in loss of future revenues, damage to our customer relationships and reputation, and a shift of business to our competitors.

Further, any future attempt to transition away from the hybrid work model to more stringent on-site work requirements may result in employee dissatisfaction and attrition.

If we fail to retain key employees or maintain employee productivity as a result of the hybrid work model or an attempt to return to more on-site work, our business could be adversely impacted.

significantly cut costs and other uses of cash, including in research and development, significantly impairing our ability to maintain product and technology leadership and invest in next generation technologies.

See also the Risk Factor 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)*.”

See also the Risk Factor 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.*”

corresponding decreases in average unit costs, would negatively impact our margins.

We may also be required to indemnify and/or defend our customers from product liability claims relating to our products.

*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.”*

These claims have resulted and may again result in our involvement in litigation, and we are currently involved in such litigation, including those described in this Annual Report in “Notes to Consolidated Financial Statements, Note 7.

Similarly, during calendar 2022, spikes in COVID-19 cases in certain parts of China have led the Chinese government to impose lockdowns, which have adversely affected consumer demand in the region and may continue to impact demand in the future.

We are currently seeing and expect to continue to see weakness in the macroeconomic environment (negatively impacting consumer demand for smartphones and other devices that incorporate our products and technologies) and elevated inventory levels at our customers (negatively impacting the volume of chipsets they purchase from us until such inventory is depleted).

Until these conditions improve, we expect that both of these dynamics will have a negative impact on our revenues, results of operations and cash flows.

Acts of war, terrorism or other geopolitical conflicts may also result in or contribute to declining economic conditions, disruptions to global supply chains and increased volatility in financial markets, among other effects.

Further, inflationary pressure may increase our costs, including employee compensation costs, reduce demand for our products or those of our customers or licensees due to increased prices of those products, or result in employee attrition to the extent our compensation does not keep up with inflation, particularly if our competitors’ compensation does.

countries where we earn a routine return and the tax authorities believe substantial value-add activities are performed, as well as countries where we own intellectual property.

You should consider each of the following factors in evaluating our business and our prospects.

RISKS RELATED TO THE CORONAVIRUS (COVID-19) PANDEMIC

Additionally, federal, state or 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 have been and may in the future be taken as a result of the COVID-19 pandemic.

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.

Finally, the COVID-19 pandemic may make it harder for management to estimate the future performance of our business.

significantly reduce the revenues we derive from these customers.

In April 2019, we entered into a multi-year chipset supply agreement with Apple and began shipping modems under this agreement in the third quarter of fiscal 2020.

Additionally, we may not be successful in entering or expanding into new sales or

- our suppliers’ inability to react to shifts in product demand or an increase in raw material or component prices;

While we have established alternate suppliers for certain technologies, there are a limited number of such suppliers, and even fewer who are capable of operating at the leading process technology nodes or who are willing to operate at older process technology nodes.

support to bring such technologies to production, both of which may increase for complex or leading process technologies.

During such periods, our

We have manufacturing facilities in Asia and Europe.

Further, to remain competitive and meet customer demand, we may be required to improve our facilities and process technologies and

The perception that the COVID-19 pandemic has made companies’ IT systems more vulnerable has increased the already significant volume of such attacks.

If our attempts to safely reopen our offices and operate under a hybrid working environment are not successful, our business could be adversely impacted.

next generation technologies.

We have historically been successful during wireless technology transitions, including 3G, 4G and now 5G.

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

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

willingness and ability to accept lower prices or lower margins on their products.

Similarly, we provide access to certain of our intellectual property and proprietary and confidential business information to our direct and indirect customers and licensees, who have in the past and may in the future wrongfully use such intellectual property and information or wrongfully disclose such intellectual property and information to third parties, including our competitors.

*legal decisions or actions by governments, courts, regulators or agencies, Standards Development Organizations (SDOs) or other industry organizations that harm our business*.”

These claims have resulted and may again result in our involvement in litigation.

Commitments and Contingencies.”

In response to the 2017 Tax Cuts and Jobs Act and to better align our profits with our activities, we implemented certain restructuring in fiscal 2018 and 2019.

We have tax incentives in Singapore that require we meet specified employment and other criteria.

Although our profit in Singapore has declined as a result of our 2018 restructuring and such tax incentives were not significant beginning in fiscal 2019, failure to meet these incentive requirements through March 2022 could require us to refund previously realized material tax benefits for 2017 and 2018.

Actual results may differ materially from those referred to herein due to a number of factors, including but not limited to [removed: the risks] [added: those] described in “Part I, Item 1A.

The following section generally discusses fiscal [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between fiscal [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of fiscal [removed: 2019] [added: 2020] items and year-to-year comparisons between fiscal [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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 [removed: 27, 2020.][added: 26, 2021.]

Fiscal [removed: 2021] [added: 2022] Overview and Other Recent Events

Revenues were [removed: $33.6] [added: $44.2] billion, an increase of [removed: 43%] [added: 32%] compared to revenues of [removed: $23.5] [added: $33.6] billion in fiscal [removed: 2020,] [added: 2021,] with net income of [removed: $9.0] [added: $12.9] billion, an increase of [removed: 74%] [added: 43%] compared to net income of [removed: $5.2] [added: $9.0] billion in fiscal [removed: 2020.][added: 2021.]

Highlights from fiscal [removed: 2021] [added: 2022] and other recent events included:

- QCT revenues increased by [removed: 64%] [added: 39%] in fiscal [removed: 2021] [added: 2022] compared to the prior year, primarily due to an increase in [removed: demand for] [added: average selling prices and favorable mix toward higher-tier] 5G products [removed: across handsets and RFFE, in part reflecting a recovery from the negative impacts of COVID-19,] along with higher [removed: automotive and] [added: integrated circuit shipments in handsets, as well as higher] IoT revenues.

We also have nonreportable segments, including QGOV (Qualcomm Government [removed: Technologies),] [added: Technologies) and] our cloud AI inference processing [removed: initiative and other technology and service initiatives.][added: initiative.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2021 vs. 2020 Change] [added: Change] | | | | | | | | |

| Equipment and services | | | $ | [removed: 26,741] [added: 37,171] | | | | | $ | [removed: 16,298] [added: 26,741] | | | | | | | | | | | $ | [removed: 10,443] [added: 10,430] | | | | | | | |

[removed: 2021] [added: 2022] vs. [removed: 2020][added: 2021]

The increase in [added: QCT] revenues in fiscal [removed: 2021] [added: 2022] was primarily due to:

[removed: +] [added: The increase in revenues in fiscal 2022 was primarily due to] $10.4 billion in higher equipment and services revenues [added: and $216 million in higher licensing revenues] from our QCT [removed: segment][added: segment.]

| Cost of revenues | | | $ | [removed: 14,262] [added: 18,635] | | | | | $ | [removed: 9,255] [added: 14,262] | | | | | | | | | | | $ | [removed: 5,007] [added: 4,373] | | | | | | | |

| Gross margin | | | 58 | | % | | | | [removed: 61] [added: 58] | | % | | | | | | | | | | | | | | | | | | |

Gross margin percentage [removed: decreased] [added: remained flat] in fiscal [removed: 2021] [added: 2022] primarily due to:

| Research and development | | | $ | [removed: 7,176] [added: 8,194] | | | | | $ | [removed: 5,975] [added: 7,176] | | | | | | | | | | | $ | [removed: 1,201] [added: 1,018] | | | | | | | |

| % of revenues | | | [removed: 21] [added: 19] | | % | | | | [removed: 25] [added: 21] | | % | | | | | | | | | | | | | | | | | | |

The increase in research and development expenses in fiscal [removed: 2021] [added: 2022] was due to:

+ [removed: $793] [added: $856] million increase driven by higher costs related to the development of wireless and integrated circuit technologies (including 5G and application processor technologies), [removed: a portion of which was attributable to higher employee cash incentive program costs][added: primarily driven by an increase in employee-related expenses]

+ [removed: $362] [added: $303] million increase in share-based compensation expense

[removed: + $46] [added: \- $141] million [removed: increase] [added: decrease] in expenses driven by revaluation of our deferred compensation obligation on [removed: improved] [added: lower relative] stock market performance (which resulted in a corresponding increase in net [removed: gains] [added: losses] on deferred compensation plan assets within investment and other [added: (expense)] income, net due to the revaluation of the related assets)

| Selling, general and administrative | | | $ | [removed: 2,339] [added: 2,570] | | | | | $ | [removed: 2,074] [added: 2,339] | | | | | | | | | | | $ | [removed: 265] [added: 231] | | | | | | | |

| % of revenues | | | [removed: 7] [added: 6] | | % | | | | [removed: 9] [added: 7] | | % | | | | | | | | | | | | | | | | | | |

The increase in selling, general and administrative expenses in fiscal [removed: 2021] [added: 2022] was primarily due to:

+ [removed: $83] [added: $74] million increase in share-based compensation expense

[removed: \- $73] [added: + $33] million [removed: decrease] [added: increase] in litigation costs

| Other (income) expense | | | $ | [removed: —] [added: (1,059)] | | | | | $ | [removed: (28)] [added: —] | | | | | | | | | | | $ | [removed: 28] [added: (1,059)] | | | | | | | |

| Interest Expense and Investment and Other [added: (Expense)] Income, Net (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | $ | [removed: 559] [added: 490] | | | | | $ | [removed: 602] [added: 559] | | | | | | | | | | | $ | [removed: (43)] [added: (69)] | | | | | | | |

| Investment and other [added: (expense)] income, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest and dividend income | | | $ | [removed: 83] [added: 91] | | | | | $ | [removed: 156] [added: 83] | | | | | | | | | | | $ | [removed: (73)] [added: 8] | | | | | | | |

| Net [added: (losses)] gains on marketable securities | | | [removed: 427] [added: (363)] | | | | | | [removed: 198] [added: 427] | | | | | | | | | | | | [removed: 229] [added: (790)] | | | | | | | | |

| Net gains on other investments | | | [removed: 470] [added: 113] | | | | | | [removed: 108] [added: 470] | | | | | | | | | | | | [removed: 362] [added: (357)] | | | | | | | | |

| Net [added: (losses)] gains on deferred compensation plan assets | | | [removed: 130] [added: (141)] | | | | | | [removed: 47] [added: 130] | | | | | | | | | | | | [removed: 83] [added: (271)] | | | | | | | | |

| Impairment losses on other investments | | | [removed: (33)] [added: (47)] | | | | | | [removed: (405)] [added: (33)] | | | | | | | | | | | | [removed: 372] [added: (14)] | | | | | | | | |

| Net [removed: (losses) gains] [added: losses] on derivative instruments | | | [removed: (14)] [added: (37)] | | | | | | [removed: 8] [added: (14)] | | | | | | | | | | | | [removed: (22)] [added: (23)] | | | | | | | | |

| Equity in net [removed: earnings] (losses) [added: earnings] of investees | | | [removed: 13] [added: (7)] | | | | | | [removed: (21)] [added: 13] | | | | | | | | | | | | [removed: 34] [added: (20)] | | | | | | | | |

| Net [removed: losses] [added: gains (losses)] on foreign currency transactions | | | [removed: (32)] [added: 19] | | | | | | [removed: (25)] [added: (32)] | | | | | | | | | | | | [removed: (7)] [added: 51] | | | | | | | | |

Net gains on marketable securities [removed: for] [added: in] fiscal 2021 was primarily driven by the initial public offerings of certain QSI equity investments.

Our reportable segments are operated by QUALCOMM Incorporated and its direct and indirect subsidiaries.

QTL is operated by QUALCOMM Incorporated, which owns the vast majority of our patent portfolio.

Substantially all of our products and services businesses, including QCT, and substantially all of our engineering and research and development functions, are operated by Qualcomm Technologies, Inc. (QTI), a wholly-owned subsidiary of QUALCOMM Incorporated, and QTI’s subsidiaries.

Neither QTI nor any of its subsidiaries has any right, power or authority to grant any licenses or other rights under or to any patents owned by QUALCOMM Incorporated.

- On June 15, 2022, the General Court of the European Union issued a ruling annulling in its entirety the European Commission’s (EC) 2018 decision, which previously imposed a fine of 997 million euros for which we had provided financial guarantees to satisfy the obligation in lieu of cash payment.

As a result, in the third quarter of fiscal 2022, we recorded a $1.1 billion benefit in other income and a $62 million reduction in interest expense resulting from the reversal of the accrued fine and the associated interest previously recorded.

Commitments and Contingencies.”

- On October 4, 2021, we and SSW Partners entered into a definitive agreement to acquire Veoneer, Inc. (Veoneer).

The transaction closed on April 1, 2022.

We funded substantially all of the total cash consideration paid in the transaction, which was approximately $4.7 billion.

The operating results of the Non-Arriver businesses are reported as discontinued operations on a one quarter lag.

Acquisitions.”

| Licensing | | | 7,029 | | | | | | 6,825 | | | | | | | | | | | | 204 | | | | | | | | |

| | | | $ | 44,200 | | | | | $ | 33,566 | | | | | | | | | | | $ | 10,634 | | | | | | | |

2022 vs. 2021

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | Change | | | | | | | | |

2022 vs. 2021

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | Change | | | | | | | | |

2022 vs. 2021

+ $110 million increase in acquisition-related expenses, primarily related to the Veoneer transaction

+ $94 million increase in employee-related expenses

\- $127 million decrease in expenses driven by revaluation of our deferred compensation obligation on lower relative stock market performance

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | Change | | | | | | | | |

2022

Other income in fiscal 2022 consisted of a $1.1 billion benefit resulting from the 2018 EC fine reversal.

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | Change | | | | | | | | |

| | | | $ | (372) | | | | | $ | 1,044 | | | | | | | | | | | $ | (1,416) | | | | | | | |

The decrease in interest expense in fiscal 2022 was primarily driven by a $62 million reversal of accrued interest recorded in the third quarter of fiscal 2022 related to the annulled 2018 EC fine.

Net losses on marketable securities in fiscal 2022 was primarily driven by the change in fair value of certain of our QSI marketable equity investments in early or growth stage companies.

| | | | 2022 | | | | | | 2021 | | | | | | | | |

| Foreign currency losses related to foreign withholding tax receivable | | | 243 | | | | | | 12 | | | | | | | | |

| Nontaxable reversal of 2018 EC fine | | | (224) | | | | | | — | | | | | | | | |

At September 25, 2022, we believe our reserves are adequate based on facts known.

Beginning in fiscal 2023, for federal income tax purposes, we are required to capitalize and amortize domestic research and development expenditures over five years and foreign research and development expenditures over fifteen years.

Prior to such date, such expenditures are deducted as incurred.

If this requirement is not delayed or repealed, our cash flow generated from operations will be adversely affected due to significantly higher cash tax payments.

However, since the resulting deferred tax asset will be established at the statutory rate of 21% (rather than the effective rate of 13% to 16% after considering the FDII deduction), capitalization will favorably affect our provision for income taxes and results of operations.

The adverse cash flow impact and favorable tax provision impact will diminish in future years as capitalized research and development expenditures amortize.

In August 2022, the Inflation Reduction Act (IRA) was enacted in the United States, which included, among other items, a 15% book minimum tax on adjusted financial statement earnings beginning in fiscal 2024.

We do not expect this provision to have a material impact on our provision for income taxes, results of operations or cash flows.

- 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.

| Licensing | | | 6,825 | | | | | | 7,233 | | | | | | | | | | | | (408) | | | | | | | | |

| | | | $ | 33,566 | | | | | $ | 23,531 | | | | | | | | | | | $ | 10,035 | | | | | | | |

+ $1.3 billion in higher licensing revenues from our QTL segment

\- $1.8 billion in licensing revenues from Huawei recorded in the fourth quarter of fiscal 2020 resulting from amounts due under the settlement agreement signed in July 2020 and royalties for sales made in the March 2020 and June 2020 quarters under the new global patent license agreement signed in July 2020 (which were not allocated to our segment results)

\- decrease in 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 licensing agreement

+ $164 million increase in employee-related expenses, a portion of which was attributable to higher employee cash incentive program costs

+ $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)

2020

Other income in fiscal 2020 consisted of $28 million in gains related to a favorable legal settlement.

| | | | $ | 1,044 | | | | | $ | 66 | | | | | | | | | | | $ | 978 | | | | | | | |

The impairment losses in fiscal 2020 were due in part to the impact COVID-19 had on certain of our investees.

A significant portion of the impairment losses related to our investment in OneWeb who filed for bankruptcy in the second quarter of fiscal 2020.

| | | | | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | | | |

In the first quarter of fiscal 2021, the United States Treasury Department issued final regulations on the foreign tax credit, which generally are applicable beginning in fiscal 2021, with certain provisions retroactive to fiscal 2019.

As a result of these regulations, our fiscal 2021 effective tax rate increased by approximately 1%.

The retroactive impact resulting from these new regulations, which was related to fiscal 2019 and fiscal 2020 and recorded in fiscal 2021, was not significant.

As of September 26, 2021, we believe that adequate amounts have been reserved for based on facts known.

The current U.S. presidential administration and Congress have proposed to increase U.S. tax rates and/or eliminate or reduce the FDII deduction.

Substantially all of our income is taxable in the U.S., of which a significant portion qualifies for preferential treatment as FDII.

If such proposals are enacted into law, our provision for income taxes, results of operations and cash flows would be adversely affected (potentially materially) beginning as early as the first quarter of fiscal 2022.

| Handsets (1) | | | $ | 16,830 | | | | | $ | 10,461 | | | | | | | | | | | $ | 6,369 | | | | | | | |

| RFFE (2) | | | 4,158 | | | | | | 2,362 | | | | | | | | | | | | 1,796 | | | | | | | | |

| Automotive (3) | | | 975 | | | | | | 644 | | | | | | | | | | | | 331 | | | | | | | | |

QCT results for fiscal 2021 compared to the prior year reflect a recovery from the negative impacts of COVID-19.

\+ higher handset revenues, primarily driven by $3.6 billion in higher chipset shipments and $2.6 billion in higher revenue per chipset, both of which were primarily due to an increase in demand for 5G products from Apple and other major OEMs

\- higher operating expenses, primarily driven by higher research and development expenses

In July 2020, we entered into a settlement agreement with Huawei to resolve our prior dispute related to the license agreement that expired on December 31, 2019.

We have made investments in marketable [removed: equity] securities of companies of varying size, style, industry and geography and changes in investment allocations may affect the price volatility of our investments.

Equity Price Risk. At September [removed: 26, 2021,] [added: 25, 2022,] the recorded value of our marketable equity securities was [removed: $682] [added: $164] million.

A 10% decrease in the market price of our marketable equity securities at September [removed: 27, 2020] [added: 25, 2022] would have caused a decrease in the carrying amounts of these securities of [removed: $35] [added: $16] million.

At September [removed: 26, 2021] [added: 25, 2022] and September [removed: 27, 2020,] [added: 26, 2021,] 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: $50] [added: $36] million and [removed: $32] [added: $50] million, respectively, in the fair value of our holdings.

Volatility in the equity markets [added: and the current macroeconomic environment] 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 or private sales.

At September [removed: 26, 2021,] [added: 25, 2022,] the aggregate carrying value of our non-marketable equity investments [added: (including those accounted for under the equity method)] was included in other assets and was $1.3 billion.

At September [removed: 26, 2021,] [added: 25, 2022,] we had an aggregate principal amount of $500 million in unsecured floating-rate notes due January 30, 2023.

At September [removed: 26, 2021] [added: 25, 2022] and September [removed: 27, 2020,] [added: 26, 2021,] 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: 26, 2021,] [added: 25, 2022,] we also had [removed: $500] [added: $499] million in commercial paper outstanding, for which our exposure to interest rate risk was negligible based on the original maturities of approximately three months or less.

[removed: During fiscal] [added: At September 25, 2022 and September 26,] 2021, we [removed: entered into] [added: had outstanding] forward-starting interest rate swaps with an aggregate notional amount of [removed: $2.6] [added: $1.6] billion [added: and $2.6 billion, respectively,] to hedge the variability of forecasted interest payments on anticipated debt [removed: issuances through 2025.][added: issuances.]

At September [added: 25, 2022 and September] 26, 2021, a hypothetical decrease in interest rates of 100 basis points would cause [removed: an increase of] [added: a negligible and] $23 million [added: increase, respectively,] to interest expense on an annualized basis resulting from the changes in fair values of the interest rate swaps related to our anticipated debt [removed: issuances through 2025.][added: issuances.]

Foreign Currency Options. At September [removed: 26, 2021,] [added: 25, 2022,] our net [removed: liability] [added: asset] related to foreign currency options designated as hedges of foreign currency risk on royalties earned from certain licensees was [removed: negligible.][added: $19 million.]

At September [removed: 26, 2021] [added: 25, 2022] and September [removed: 27, 2020,] [added: 26, 2021,] 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.

Foreign Currency Forwards. At September [removed: 26, 2021,] [added: 25, 2022,] our net [removed: asset] [added: liability] related to foreign currency forward contracts designated as hedges of foreign currency risk on certain operating expenditure transactions was [removed: $39] [added: $133] million.

If our forecasted operating expenditures for currencies in which we hedge were to decline by 10% and foreign exchange rates were to change [added: unfavorably by 10% in our hedged foreign currency, we would incur a negligible loss.]

Based on forecasts at September [removed: 27, 2020,] [added: 26, 2021,] assuming the same hypothetical market conditions, we would [removed: not] have incurred a [added: negligible] loss.

At September [removed: 26, 2021,] [added: 25, 2022,] our net [removed: asset] [added: liability] related to foreign currency forward contracts not designated as hedging instruments used to manage foreign currency risk on certain receivables and payables was negligible.

At September [removed: 26, 2021] [added: 25, 2022] and September [removed: 27, 2020,] [added: 26, 2021,] 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 [removed: option and] forward contracts would be offset by the change in fair value of the related receivables and/or payables being economically hedged.

[removed: Net Investment Hedges.] At September [removed: 26, 2021,] [added: 25, 2022,] we have designated [removed: $1.5 billion] [added: $235 million] of [added: a certain] foreign currency-denominated [removed: liabilities,] [added: liability,] excluding accrued interest, as [removed: hedges] [added: a hedge] of our net investment in [removed: certain] [added: a] foreign [removed: subsidiaries.][added: subsidiary.]

[removed: If] [added: At September 25, 2022 and September 26, 2021, if] foreign exchange rates were to change unfavorably by 10% in our hedged foreign currency, there would be an increase of [removed: $145] [added: $23] million [added: and $145 million, respectively,] in the accumulated other comprehensive loss attributable to the cumulative foreign currency translation adjustment [removed: at September 26, 2021] related to our net investment [removed: hedges.][added: hedge.]

The change in value recorded in cumulative foreign currency translation adjustment would be expected to offset a corresponding foreign currency translation gain or loss from our investment in [added: the] foreign [removed: subsidiaries.][added: subsidiary.]

[removed: While we may hedge certain] transactions with non-U.S. customers, declines in currency values in certain regions may, if not reversed, adversely affect future product sales because our products may become more expensive to purchase in the countries of the affected currencies.

Certain of our marketable equity investments are in early or growth stage companies, and the fair values of these investments have been and may continue to be subject to increased volatility.

During fiscal 2022, we entered into interest rate swaps that are designated as fair value hedges with an aggregate notional amount of $2.1 billion to effectively convert certain fixed-rate interest payments into floating-rate payments on our outstanding debt.

We entered into these agreements, in part, to manage interest rate risk associated with our cash equivalents and marketable securities, in addition to changes in the fair value of our outstanding debt.

At September 25, 2022, a hypothetical increase in interest rates of 100 basis points would not cause a loss as an increase in interest expense related to these interest rate swaps agreements would be offset by an increase in interest income from our cash equivalents and marketable securities portfolio.

Net Investment Hedges. In the third quarter of fiscal 2022, as a result of the reversal of the 2018 EC fine, we discontinued the associated net investment hedge.

While we may hedge certain

unfavorably by 10% in our hedged foreign currency, we would incur a negligible loss.

[removed: The] [added: Our] fiscal years [removed: ended September 26, 2021, September 27, 2020] [added: for 2022, 2021] and [removed: September 29, 2019] [added: 2020] included 52 weeks.

[removed: Our] [added: We have leveraged and expect to continue to leverage the foundational] technologies [added: initially developed] and [removed: products are used] [added: commercialized for use] in mobile [removed: devices] [added: handset devices, such as our core baseband modem] and [added: processor technologies and our] other wireless [removed: products,] [added: connectivity products including Wi-Fi, Bluetooth] and [removed: are sold across] [added: precise positioning technologies, to extend into product categories,] industries and applications beyond mobile handsets, [removed: including] [added: such as] automotive and [removed: the internet of things (IoT)] [added: IoT] (which includes the industries and applications of consumer, industrial and edge [removed: networking), among others.][added: networking).]

Our inventions have helped power the growth in [removed: smartphones, which have connected billions of people.][added: smartphones and other cellular enabled devices.]

We share these inventions broadly through our licensing [removed: program,] [added: programs] 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 integrated circuit products, [removed: chips] [added: chips, chipsets] or [removed: chipsets)] [added: modules)] and other products.

We collaborate across the ecosystem, including [added: with] manufacturers, operators, developers, system integrators, cloud providers, [added: test] tool vendors, service providers, governments and industry standards organizations, to enable a global environment [removed: to drive] [added: of] continued progress and growth.

This includes technologies such as [removed: 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), which are the primary digital technologies currently used to transmit voice or data over radio waves using a public or private cellular wireless network.

[removed: Companies in the mobile industry generally recognize that any] company seeking to develop, manufacture and/or sell devices or infrastructure equipment that use CDMA-based and/or OFDMA-based technologies [removed: will require] [added: requires] a license or other rights to use our patents.

Some of these inventions are contributed to and commercialized as industry standards, such as for certain video and audio codecs, Wi-Fi, GPS (Global Positioning [removed: System)] [added: System), UWB (ultra-wideband)] and Bluetooth®.

[added: We have also developed other] technologies that are used by wireless devices that are not related to industry standards, such as operating systems, user interfaces, graphics and camera processing functionality, RF (radio frequency), RFFE (radio frequency front-end) and antenna designs, [removed: artificial intelligence (AI)] [added: AI] and machine learning techniques and application processor architectures.

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

QCT develops and supplies integrated circuits and system software based on 3G/4G/5G and other technologies, including RFFE, for use in mobile [removed: devices,] [added: devices;] automotive systems for [removed: telematics, connectivity and] [added: connectivity,] digital cockpit [removed: (also known as infotainment)] and [added: ADAS/AD; and] IoT including [removed: wireless networks, broadband gateway equipment,] consumer electronic [removed: devices and] [added: devices;] industrial [removed: devices.][added: devices; and edge networking products.]

We also have nonreportable segments, including QGOV (Qualcomm Government Technologies) and our cloud AI inference processing [removed: initiative and other technology and service initiatives.][added: initiative.]

Our breakthrough inventions, along with our [removed: flexible and transparent] licensing [removed: program,] [added: programs,] have been integral to the growth and evolution of the mobile industry.

Building on foundational innovations developed for 3G and 4G, the mobile industry [removed: is] [added: continues to] quickly [removed: moving] [added: move] to 5G technology.

Although 5G networks are being deployed at a faster pace as compared to the transition from 3G to 4G [removed: technologies,] [added: networks,] as with previous generations of mobile networks, it will take time.

Since the first commercial 5G networks were launched in April [removed: of] 2019, [removed: 180] [added: 226] operators in more than [removed: 70] [added: 90] countries have commercially launched 5G, with more than [removed: 280 additional] [added: 500] operators investing to deploy the technology as of September 30, [removed: 2021] [added: 2022] (GSA, October [removed: 2021).][added: 2022).]

[removed: Most] [added: Many] 5G devices include multimode support for 3G, 4G and Wi-Fi technologies, enabling service continuity where 5G has yet to be deployed.

[removed: They also allow] [added: This allows] mobile operators to utilize existing 3G and/or 4G network infrastructure, enabling [removed: them] [added: operators] to roll out 5G services over time, while also helping to maximize previous generation equipment investments.

As of September 30, [removed: 2021,] [added: 2022,] there were approximately [removed: 7.0] [added: 7.5] billion 3G/4G/5G connections globally, representing [removed: 85%] [added: 88%] of total mobile connections (GSMA Intelligence, [removed: November 2021).][added: October 2022).]

By [removed: 2025,] [added: 2026,] global 3G/4G/5G connections are projected to reach [removed: 8.4] [added: 8.7] billion, with approximately 86% of these connections in emerging regions and China (GSMA Intelligence, [removed: November 2021).][added: October 2022).]

Car-to-cloud [removed: platform solutions] [added: platforms] are helping automakers improve cost efficiencies, create new service opportunities throughout the lifecycle of a vehicle with over-the-air (OTA) update capabilities and [removed: receive] valuable vehicle and usage analytics.

High-performance, low-power computing technologies from mobile are being used to improve [added: vehicles with] advanced driver assistance [removed: systems (ADAS)] [added: and automated driving] features [added: that we expect to scale across vehicle tiers] and [removed: will] continue [added: the] progression [removed: towards supporting] [added: toward] higher levels of [removed: automation] [added: autonomy, safety] and [removed: safety.][added: convenience.]

Transforming Other Industries: IoT. Demand for connected devices beyond smartphones [removed: continues] [added: continued] to grow [removed: at a rapid pace] across consumer, edge networking and industrial [removed: applications,] [added: applications] in [added: fiscal 2022, 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 [removed: 2021] [added: 2022] and [removed: 2025] [added: 2026] to over 27 billion (IoT Analytics, October [removed: 2021).][added: 2022).]

The growth in IoT devices is [removed: a] [added: an important] catalyst in driving [removed: demand in edge networking platforms.][added: digital transformation across industries.]

*Consumer.* Consumer IoT [removed: demand is being fueled by the adoption of] [added: products continue to adopt] the latest mobile [removed: technologies in consumer electronics products,] [added: connectivity, processing and intelligence technologies,] including personal computing (e.g., tablets and personal computers), connected audio (e.g., wireless earbuds, speakers and soundbars), wearables (e.g., smart [removed: watches] [added: watches), XR devices (e.g., VR headsets] and [removed: XR)] [added: AR glasses)] and others (e.g., camera and video collaboration, exercise equipment and home appliances).

[removed: Connectivity brought to these devices enables] [added: This is enabling] new services, applications and experiences.

*Edge Networking.* Growth in demand for connected devices, [removed: along with] [added: the transition to hybrid work environments and] advances in wireless [removed: technology,] [added: technology] are driving increased demand for edge networking products (including mobile broadband and wireless access points).

5G [removed: brings a broadband connection to] [added: provides] the [removed: home via] [added: flexibility to support both mobile and fixed] wireless [removed: technologies that allows for] [added: users with] the delivery of high-speed, low-latency connections, enabling operators to replace traditional “last-mile” wired broadband connections.

[removed: Advances] [added: Additionally, advancements] in Wi-Fi [removed: alongside 5G technologies] are driving consumer and enterprise demand for the latest Wi-Fi 6 [added: and 6E] access point technologies that leverage increased network speed, capacity and efficiency to support the increased number of connected devices at home and at work.

The worldwide demand [removed: in the use of wireless devices and] for [added: wireless devices,] data services and applications requires continuous innovation to improve the user 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 investing heavily in research and development and have developed foundational [removed: technologies] [added: technologies, including CDMA and OFDMA,] that help drive the continued evolution of the wireless [removed: industry, including CDMA and OFDMA.][added: industry.]

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 all [added: of] the leading handset manufacturers.

[added: Most of the] CDMA-based technologies [added: are classified as 3G technology and] provide vastly improved capacity for voice and low-rate data services as compared to analog technologies and significant improvements over earlier technologies (e.g., 2G technology).

[removed: Similarly,] [added: 5G heavily leverages OFDMA-based technologies;] 3GPP has developed the 5G 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 [added: and commercialization] of LTE-based [removed: technologies, such as Narrowband IoT (NB-IoT), enhanced Machine Type Communications (eMTC) and Enhanced TV broadcast (EnTV).][added: technologies.]

5G is designed to transform the role of wireless technologies and [removed: already] incorporates advancements on 3G/4G [removed: features available today,] [added: features,] including device-to-device capabilities and the use of all different types of spectrum (including licensed, unlicensed and shared spectrum).

[removed: We] [added: Many of our inventions at the core of 3G and 4G serve as the foundational technologies for 5G, and we] continue to play a significant role in driving advancements in 5G, including contributing to 3GPP standardization activities that are defining the continued evolution of 5G NR and 5GC standards.

[removed: This is due to 5G’s] [added: 5G has the] ability to target diverse services with very different technical requirements (from enhanced mobile broadband to massive IoT to mission critical services), [removed: its utilization of] [added: utilize] diverse types of spectrum (from [removed: the] low bands to millimeter wave (mmWave) bands) and [removed: its ability to] support diverse types of deployment scenarios.

Predominant technological components of 5G include [removed: the ability to address] ultra-reliable, low-latency communication, [added: very wide channel bandwidth and] new channel coding schemes to efficiently support large data blocks, MIMO (multiple input, multiple output) to increase coverage and network capacity and mobile mmWave to increase the data rate offered to users.

We are a global leader in the development and commercialization of foundational technologies for the wireless industry, including 3G (third generation), 4G (fourth generation) and 5G (fifth generation) wireless technologies and processor technologies including high-performance, low-power computing and on-device artificial intelligence (AI) technologies.

Our technologies and products are used in mobile devices and other wireless products.

As a connected processor company, we are scaling our innovations using our one technology roadmap to enable the connected intelligent edge (the next generation of smart devices) across industries and applications beyond handsets, including automotive and the internet of things (IoT).

In IoT, our inventions have helped power growth in industries and applications such as consumer (including computing, voice and music and XR), edge networking (including mobile broadband and wireless access points) and industrial (including handhelds, retail, transportation and logistics and utilities).

In automotive, our connectivity, digital cockpit and advanced driver assistance and automated driving (ADAS/AD) platforms are helping to connect the car to its environment and the cloud, create unique in-cabin experiences and enable a comprehensive assisted and automated driving solution.

The mobile industry generally recognizes that any

Connected Intelligent Edge. Advancements in processor technologies have allowed for new levels of on-device processing (also known as edge computing).

Edge computing brings processing closer to where data is generated, helping to reduce response time, improve security and enable greater personalization.

As 5G and other forms of wireless connectivity converge with high-performance, low-power processing and on-device intelligence, devices at the edge are able to share data with cloud-based applications and each other.

This is enabling expanded functionality and use cases, which we believe will have significant impact across industries.

It is leading to the creation of the connected intelligent edge, where we expect billions of smart devices to be deployed.

Consumer Demand in Smartphones. For calendar year 2022, we estimate that 3G, 4G, and 5G handset volumes will decrease by low-double digits year-over-year, with 5G smartphone shipments estimated between 600 and 650 million.

Such expected decline in demand is primarily driven by the negative effects of the macroeconomic environment and the impact of coronavirus (COVID-19) pandemic measures in China.

Transforming Other Industries: Automotive. According to analyst data, more than 70% of new vehicles produced in 2028 are projected to have embedded cellular connectivity, with 60% of cellular connected vehicles featuring 5G connectivity.

By comparison, 60% of vehicles produced in 2021 had embedded cellular connectivity, with 5G connectivity expected to ramp in 2023 (Strategy Analytics, October 2022).

This is driving the development of a new architecture for the software-defined vehicle.

Analysts estimate that 19% of new vehicles sold globally in 2025 will have Level 2 (i.e., partial driving automation) or higher autonomy, compared to an estimated 9% of new vehicles sold globally in 2022 (Strategy Analytics, October 2022).

*Industrial.* The combination of IoT devices with connectivity, computing and on-device AI along with the cloud are helping to bring near real-time data and insights in industries such as retail, transportation, logistics, mining and energy.

This allows companies to gain new knowledge and insights about their products and services, manufacturing processes and more, which should help to transform, optimize and innovate their business.

Technology Overview

CDMA-based connections worldwide continue to decline as consumers migrate to OFDMA-based technologies, which comprise the majority of total cellular connections today.

The first 5G standard was initially completed in 2018.

Subsequent to the initial specification of 5G in 3GPP Release 15, the 3GPP has completed two additional releases.

Release 17 became the third major release of the global 5G NR standard expanding the 5G technology foundations for coverage, mobility, power and reliability, which is designed to provide efficient support for lower complexity 5G devices including wearables, industrial sensors, and new deployments, including non-terrestrial networks and mmWave private networks on unlicensed 60 GHz spectrum band.

Release 18, which is now under development, marks the start of 5G Advanced, with projects designed to strengthen the end-to-end 5G system foundation (such as advanced downlink and uplink MIMO, enhanced mobility, mobile integrated access and backhaul, smart repeater, evolved duplexing, AI and machine learning data-driven designs and green networks) and to proliferate 5G to virtually all devices and use cases (such as boundless extended reality, NR-light evolution, expanded sidelink, expanded positioning, drones and expanded satellite communication and multicast).

We are also a leader in the standardization of high accuracy position techniques for 5G NR access and support techniques to improve resilience of location.

Additional Significant Technologies used in Cellular and Certain Consumer Electronic Devices and Networks.

*Multimedia Technologies.* We are a leading innovator in video, audio and speech compression technologies and system-level solutions enabling feature-rich, high-quality experiences in imaging, audio and vision intelligence.

Proprietary video codecs, including VP9 and AV1, have also adopted our contributions due to their impact to video compression technology.

Video compression technologies are used in a number of products such as cellular handsets, tablets, laptops and desktop computers, cameras, servers, gaming consoles and televisions.

We have developed additional significant multimedia technologies, including: camera and imaging technologies; vision intelligence technologies, which enable advanced use cases such as smart image processing, AR/VR and robotics; visual augmentation and frameworks and audio frameworks, both of which allow for human-machine interfaces; speech compression innovations; and spatial audio processing and coding enabling compression and rendering of immersive audio.

Acquisitions.”

QCT’s integrated circuit products are sold and its system software is licensed to manufacturers that use our

products in a broad range of devices, from low-tier, entry-level devices primarily for emerging regions to premium-tier devices, including but not limited to mobile devices, wireless networks, devices used in IoT, broadband gateway equipment, consumer electronic devices and automotive systems for connectivity, digital cockpit and advanced driver assistance and automated driving.

Our roadmap takes advantage of new standards, while maintaining backward compatibility with existing standards.

Our patents cover a wide range of technologies across the

- Empowering Digital Transformation. We believe technology can transform industries, businesses, communities and individual lives.

We invent solutions that are foundational to the advancement of the global wireless ecosystem, improving how we work, live and, ultimately, thrive.

- Acting Responsibly. We invest in our people, behave with integrity and implement governance standards that uphold Qualcomm’s values.

We are committed to responsible business practices, from prioritizing diversity, equity and inclusion, to protecting privacy, to providing leading development programs and to creating an ethical culture.

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

We are a leader in 3G (third generation), 4G (fourth generation) and 5G (fifth generation) wireless technologies.

We have also developed other

Consumer Demand in Smartphones. From October 2020 through September 2021, approximately 1.4 billion smartphones are estimated to have shipped globally, representing a year-over-year increase of approximately 8%, primarily driven by a recovery from the impacts of the coronavirus (COVID-19) pandemic, which negatively impacted consumer demand for smartphones (IDC, Mobile Phone Tracker, 2021Q2).

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.

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.

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.

*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.

Wireless Technologies Overview

Most of the CDMA-based technologies are classified as 3G technology.

A number of variants of CDMA-based technologies have been deployed around the world, in particular CDMA2000, EV-DO (Evolution Data Optimized), WCDMA (Wideband CDMA) and TD-SCDMA (Time Division-Synchronous CDMA, which was deployed exclusively in China).

As of September 30, 2021, there were approximately 1.7 billion CDMA-based connections worldwide, representing approximately 21% of total cellular connections, down from 23% as of September 30, 2020 as consumers migrate to OFDMA-based technologies (GSMA Intelligence, November 2021).

5G heavily leverages OFDMA-based technologies.

LTE is incorporated in 3GPP specifications beginning with Release 8 and uses OFDMA in the downlink and single carrier FDMA (Frequency Division Multiple Access) in the uplink.

LTE has two modes, FDD (Frequency Division Duplex) and TDD (Time Division 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 regions, such as the Citizens Broadband Radio Service (CBRS) in the United States.

There are multiple options for deploying LTE Unlicensed for different deployment scenarios.

- LAA (Licensed Assisted Access), introduced as part of 3GPP Release 13, aggregates unlicensed and licensed spectrum in the downlink and is being deployed globally by mobile operators.

LAA is a key technology for many operators with limited licensed spectrum to deliver Gigabit LTE speeds.

- eLAA (enhanced LAA), introduced as part of 3GPP Release 14, is an evolution of LAA.

eLAA enables aggregation of unlicensed and licensed spectrum in the uplink.

As of September 30, 2021, there were approximately 4.7 billion global LTE connections worldwide, representing approximately 58% of total cellular connections, up from 56% as of September 30, 2020 (GSMA Intelligence, November 2021).

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.

Many of our inventions at the core of 3G and 4G serve as foundational technologies for 5G.

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

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

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

Like 3G and 4G, 5G supports carrier aggregation across spectrum bands, across FDD and TDD and across licensed and unlicensed spectrum (starting with Release 16), and 5G also supports dual connectivity across 4G and 5G.

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.

5G is the first generation of cellular wireless communication systems to use transmissions at mmWave bands, which creates certain challenges including coverage limitations and blockages, heightened costs and power constraints.

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.

Commitments and Contingencies.” We are also engaged in numerous other legal actions arising in the ordinary course of our business [removed: (such as, for] [added: (for] example, proceedings relating to employment matters or the initiation or defense of proceedings relating to intellectual property 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.

For the fiscal year ended September [removed: 26, 2021][added: 25, 2022]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at March [removed: 26, 2021] [added: 27, 2022] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $149.9] [added: $177.1] 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: 1,120] [added: 1,121] million at [removed: November 1, 2021.][added: October 31, 2022.]

Portions of the registrant’s Definitive Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed with the Commission subsequent to the date hereof, are incorporated by reference into Part III of this [added: Annual] Report where indicated.

| For the Fiscal Year Ended September [removed: 26, 2021] [added: 25, 2022] | | | | | |

| | | | [Risk Factors [removed: Summary](#i75008b6600c644d885503827b69c726b_10)] [added: Summary](#i9ad6dd4fe99344baa66ed135956810b0_10)] | | | [removed: [4](#i75008b6600c644d885503827b69c726b_10)] [added: [4](#i9ad6dd4fe99344baa66ed135956810b0_10)] | | |

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*•The [removed: coronavirus (COVID-19) pandemic had an adverse effect on] [added: COVID-19 pandemic, or a similar health crisis, may impact] our business [removed: and] [added: or] results of [removed: operations, and may continue to impact us] [added: operations] in the future.*

*•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 [removed: crises] [added: crises, geopolitical conflicts] and cyber-attacks; timely supply of equipment and materials; and various manufacturing issues.*

*•We may not be able to attract and retain qualified employees, and our attempts to [removed: fully reopen our offices and] operate under a hybrid [removed: working environment] [added: work model] may not be successful.*

*•Our business may suffer as a result of adverse rulings in governmental investigations or [added: proceedings or other legal] proceedings.*

[removed: *•The] [added: - *The] enforcement and protection of our intellectual property may be expensive, could fail to prevent misappropriation or unauthorized use of our intellectual property, could result in the loss of our ability to enforce one or more patents, and could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not effectively protect our intellectual property and by ineffective enforcement of laws in such jurisdictions.*

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 [removed: transitions, such as the transition to 5G; potential impacts of] [added: transitions; our expectations regarding future demand or supply conditions or macroeconomic factors; strategic investments or acquisitions, and] the [removed: COVID-19 pandemic,] [added: anticipated timing or benefits thereof;] legal or regulatory [removed: matters,] [added: matters;] U.S./China trade or national security [removed: tensions,] [added: tensions;] vertical integration by our customers; competition; and other statements regarding matters that are not historical are also forward-looking statements.

| [PART I](#i9ad6dd4fe99344baa66ed135956810b0_16) | | | | | | | | |

| [PART II](#i9ad6dd4fe99344baa66ed135956810b0_82) | | | | | | | | |

| [Item 9](#i9ad6dd4fe99344baa66ed135956810b0_2453)[C](#i9ad6dd4fe99344baa66ed135956810b0_2453)[.](#i9ad6dd4fe99344baa66ed135956810b0_2453) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i9ad6dd4fe99344baa66ed135956810b0_2453) | | | [50](#i9ad6dd4fe99344baa66ed135956810b0_2453) | | |

| [PART I](#i75008b6600c644d885503827b69c726b_16) | | | | | | | | |

| [PART II](#i75008b6600c644d885503827b69c726b_82) | | | | | | | | |

RISKS RELATED TO THE CORONAVIRUS (COVID-19) PANDEMIC

TRADEMARKS

Qualcomm, Snapdragon, Hexagon, Adreno, Smart Transmit and Wireless Reach are trademarks or registered trademarks of Qualcomm Incorporated.

Bluetooth is a registered trademark of Bluetooth SIG, Inc.

Other products and brand names may be trademarks or registered trademarks of their respective owners.

At September [removed: 26, 2021,] [added: 25, 2022,] we occupied the following facilities (square footage in millions):

Our headquarters and certain [added: of our] research and development and network management hub operations are located in San Diego, California.

We also operate leased manufacturing facilities in [removed: Germany, China] [added: China, Germany] and [removed: Singapore;] [added: 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 [added: option.]

Several other owned and leased facilities are under construction totaling approximately [removed: 960 thousand] [added: 2.3 million] additional square feet, primarily related to the construction of new facilities in [removed: India and Taiwan.][added: India.]

| Owned facilities | | | 4.4 | | | | | | 0.7 | | | | | | 5.1 | | |

| Leased facilities | | | 0.8 | | | | | | 6.7 | | | | | | 7.5 | | |

| Total | | | 5.2 | | | | | | 7.4 | | | | | | 12.6 | | |

| Owned facilities | | | 4.5 | | | | | | 0.3 | | | | | | 4.8 | | |

| Leased facilities | | | 1.0 | | | | | | 6.4 | | | | | | 7.4 | | |

| Total | | | 5.5 | | | | | | 6.7 | | | | | | 12.2 | | |

option.

In response to the COVID-19 pandemic, 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 facilities during both fiscal 2021 and 2020; however, we believe that collectively our facilities are suitable and adequate for our present purposes.

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.

We are utilizing the feedback and insights gained through such phased approach taken to reopening our offices to assess the suitability, adequacy, productive capacity and utilization of our existing principal properties, which may result in changes to our physical property needs in the future.

Our common stock is traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “QCOM.” At [removed: November 1, 2021,] [added: October 31, 2022,] there were [removed: 6,511] [added: 6,349] holders of record of our common stock.

We [added: currently] intend to continue to pay quarterly 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 and regulatory risks, withholding of payments by one or more of our significant licensees and/or customers, fines and/or adverse rulings by government agencies, courts or arbitrators in legal or regulatory matters, stock repurchase programs, debt issuances, changes in federal, state or foreign income tax law, trade and/or national security protection policies, volatility in economies and financial markets [removed: globally] [added: or other macroeconomic conditions,] and changes to our business model.

Our purchases of our equity securities in the fourth quarter of fiscal [removed: 2021] [added: 2022] were:

(2) On [removed: July 26, 2018,] [added: October 12, 2021,] we announced a stock repurchase program authorizing us to repurchase up to [removed: $30.0] [added: $10.0] billion of our common stock.

The stock repurchase [removed: programs have] [added: program has] no expiration date.

[removed: Pursuant to the Merger Agreement,] [added: In connection with our acquisition of NuVia, Inc. (Nuvia), which closed in March 2021,] we are obligated to issue shares of our common stock to three specific founders of [removed: NUVIA] [added: Nuvia] and certain affiliated entities of such founders from time to time upon the satisfaction of certain [removed: conditions specified in the Merger Agreement.][added: conditions.]

During the quarter ended September [removed: 26, 2021,] [added: 25, 2022,] we issued an aggregate of [removed: 104,499] [added: 106,425] additional shares of our common stock to the [removed: three] founders of [removed: NUVIA] [added: Nuvia] and their affiliates, each of whom had advised us that he or such entity was an accredited investor.

| June 27, 2022 to July 24, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 8,619 | |

| July 25, 2022 to August 21, 2022 | | | 3,366 | | | | | | 148.53 | | | | | | 3,366 | | | | | | 8,119 | | |

| August 22, 2022 to September 25, 2022 | | | — | | | | | | — | | | | | | — | | | | | | 8,119 | | |

| Total | | | 3,366 | | | | | | | | | | | | 3,366 | | | | | | | | |

At September 25, 2022, $8.1 billion remained authorized for repurchase.

Stock Performance Graph

The following graph compares the cumulative total stockholder return on our common stock, the Standard & Poor’s 500 Stock Index (S&P 500) and the NASDAQ-100 Index (NASDAQ-100) for the five years ended September 25, 2022.

The S&P 500 tracks the aggregate price performance of the equity securities of 500 United States companies selected by Standard & Poor’s Index Committee to include companies in leading industries and to reflect the United States stock market.

The NASDAQ-100 tracks the aggregate price performance of the 100 largest domestic and international non-financial securities listed on the NASDAQ Stock Market based on market capitalization.

Our common stock is a component of each of the S&P 500 and the NASDAQ-100.

The total return for our stock and for each index assumes that $100 was invested at the market close on the last trading day for our fiscal year ended September 24, 2017 and that all dividends were reinvested.

All returns are reported as of our fiscal year end, which is the last Sunday in September.

Stockholder returns over the indicated period are based on historical data and should not be considered indicative of future stockholder returns.


| 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 | | | | | | | | |

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.

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.

The information required by this item is included in this Annual Report on pages F-1 through F-31.

Our consolidated financial statements at September 26, 2021 and September 27, 2020 and for each of the three years in the period ended September 26, 2021, and the Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, are included in this Annual Report on pages F-1 through F-32.

Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of September [removed: 26, 2021.][added: 25, 2022.]

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: 26, 2021,] [added: 25, 2022,] as stated in its report which appears on pages F-1 through F-2 in this Annual Report.

There were no changes in our internal control over financial reporting during the fourth quarter of fiscal [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

Not applicable.

PART III

The information required by this item regarding directors is incorporated by reference to our [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC in connection with our [removed: 2022] [added: 2023] Annual Meeting of Stockholders [removed: (2022] [added: (2023] Proxy Statement) in “Proposal 1: Election of Directors” under the [removed: subheading] [added: heading] “Nominees for Election.” Certain information required by this item regarding executive officers is set forth in Item 1 of Part I of this [added: Annual] 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: 2022] [added: 2023] 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” and in the section titled “Stock Ownership of Certain Beneficial Owners and Management” under the heading “Delinquent Section 16(a) Reports.”][added: Attendance.”]

The information required by this item is incorporated by reference to our [removed: 2022] [added: 2023] Proxy Statement in the [removed: sections] [added: section] titled “Executive Compensation and Related [removed: Information,”] [added: Information” under the headings] “Compensation Discussion and Analysis,” “HR and Compensation Committee [removed: Report,”] [added: Report” and] “Compensation Tables and Narrative [removed: Disclosures” and] [added: Disclosures,” in the section titled] “Director [removed: Compensation,”] [added: Compensation”] and in the section titled “Stock Ownership of Certain Beneficial Owners and Management” under the [removed: subheading] [added: heading] “Compensation Committee Interlocks and Insider Participation.”

The information required by this item is incorporated by reference to our [removed: 2022] [added: 2023] Proxy Statement in the section titled “Stock Ownership of Certain Beneficial Owners and Management” [removed: including] [added: and in “Proposal 3”] under the [removed: subheading] [added: heading] “Equity Compensation Plan Information.”

The information required by this item is incorporated by reference to our [removed: 2022] [added: 2023] Proxy Statement in the section titled “Certain Relationships and Related-Person [removed: Transactions,”] [added: Transactions”] and in the section titled “Corporate Governance” under the [removed: subheadings] [added: headings] “Director Independence” and “Board Meetings, Committees and Attendance.”

The information required by this item is incorporated by reference to our [removed: 2022] [added: 2023] Proxy Statement in “Proposal 2: Ratification of Selection of Independent Public Accountants.”

| (1) Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 238)] | | | | | | [removed: [F-1](#i75008b6600c644d885503827b69c726b_178)] [added: [F-1](#i9ad6dd4fe99344baa66ed135956810b0_178)] | | | | | | | | |

| Consolidated Balance Sheets at September [removed: 26, 2021] [added: 25, 2022] and September [removed: 27, 2020] [added: 26, 2021] | | | | | | [removed: [F-](#i75008b6600c644d885503827b69c726b_181)3] [added: [F-](#i9ad6dd4fe99344baa66ed135956810b0_181)3] | | | | | | | | |

| Consolidated Statements of Operations for Fiscal [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | [removed: [F-](#i75008b6600c644d885503827b69c726b_184)4] [added: [F-](#i9ad6dd4fe99344baa66ed135956810b0_184)4] | | | | | | | | |

| Consolidated Statements of Comprehensive Income for Fiscal [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | [removed: [F-](#i75008b6600c644d885503827b69c726b_187)5] [added: [F-](#i9ad6dd4fe99344baa66ed135956810b0_187)5] | | | | | | | | |

| Consolidated Statements of Cash Flows for Fiscal [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | [removed: [F-](#i75008b6600c644d885503827b69c726b_190)6] [added: [F-](#i9ad6dd4fe99344baa66ed135956810b0_190)6] | | | | | | | | |

| Consolidated Statements of Stockholders’ Equity for Fiscal [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | [removed: [F-](#i75008b6600c644d885503827b69c726b_196)7] [added: [F-](#i9ad6dd4fe99344baa66ed135956810b0_196)7] | | | | | | | | |

| Notes to Consolidated Financial Statements | | | | | | [removed: [F-](#i75008b6600c644d885503827b69c726b_199)8] [added: [F-](#i9ad6dd4fe99344baa66ed135956810b0_199)8] | | | | | | | | |

| (2) Schedule II - Valuation and Qualifying Accounts for Fiscal [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | [removed: [S-1](#i75008b6600c644d885503827b69c726b_250)] [added: [S-1](#i9ad6dd4fe99344baa66ed135956810b0_250)] | | | | | | | | |

| 4.1 | | | | | | [Indenture, dated May 20, 2015, between the Company and U.S. Bank [added: Trust Company,](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex41.htm) [National Association (as successor in interest to U.S. Bank,] National [removed: Association,] [added: Association),] as trustee.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex41.htm) | | | | | | 8-K | | | | | | 5/21/2015 | | | | | | 4.1 | | | | | | | | |

| 4.3 | | | | | | [Form of [removed: 3.000%] [added: 3.450%] Notes due [removed: 2022.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex47.htm)] [added: 2025.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex48.htm)] | | | | | | 8-K | | | | | | 5/21/2015 | | | | | | [removed: 4.7] [added: 4.8] | | | | | | | | |

| 4.4 | | | | | | [Form of [removed: 3.450%] [added: 4.650%] Notes due [removed: 2025.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex48.htm)] [added: 2035.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex49.htm)] | | | | | | 8-K | | | | | | 5/21/2015 | | | | | | [removed: 4.8] [added: 4.9] | | | | | | | | |

| 4.5 | | | | | | [Form of [removed: 4.650%] [added: 4.800%] Notes due [removed: 2035.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex49.htm)] [added: 2045.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex410.htm)] | | | | | | 8-K | | | | | | 5/21/2015 | | | | | | [removed: 4.9] [added: 4.10] | | | | | | | | |

| [removed: 4.6] [added: 4.10] | | | | | | [Form of [removed: 4.800%] [added: 3.250%] Notes due [removed: 2045.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex410.htm)] [added: 2027.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex410.htm)] | | | | | | 8-K | | | | | | [removed: 5/21/2015] [added: 5/31/2017] | | | | | | 4.10 | | | | | | | | |

| [removed: 4.7] [added: 4.6] | | | | | | [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 | | | | | | 5/31/2017 | | | | | | 4.2 | | | | | | | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Form of Floating Rate Notes due 2023.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex45.htm) | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | 4.5 | | | | | | | | |

| [removed: 4.9] [added: 4.8] | | | | | | [Form of 2.600% Notes due 2023.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex48.htm) | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | 4.8 | | | | | | | | |

| [removed: 4.10] [added: 4.9] | | | | | | [Form of 2.900% Notes due 2024.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex49.htm) | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | 4.9 | | | | | | | | |

| 4.11 | | | | | | [Form of [removed: 3.250%] [added: 4.300%] Notes due [removed: 2027.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex410.htm)] [added: 2047.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex411.htm)] | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | [removed: 4.10] [added: 4.11] | | | | | | | | |

| [removed: 4.13] [added: 4.12] | | | | | | [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 | | | | | | 5/11/2020 | | | | | | 4.2 | | | | | | | | |

| [removed: 4.14] [added: 4.13] | | | | | | [Form of 2.150% Notes due 2030.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-3.htm) | | | | | | 8-K | | | | | | 5/11/2020 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.15] [added: 4.14] | | | | | | [Form of 3.250% Notes due 2050.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-4.htm) | | | | | | 8-K | | | | | | 5/11/2020 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.16] [added: 4.15] | | | | | | [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 | | | | | | 8/18/2020 | | | | | | 4.2 | | | | | | | | |

| [removed: 4.17] [added: 4.16] | | | | | | [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 | | | | | | 8/18/2020 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.18] [added: 4.17] | | | | | | [Form of 1.650% Rule 144A Global Notes due 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-5.htm) | | | | | | 8-K | | | | | | 8/18/2020 | | | | | | 4.5 | | | | | | | | |

| [removed: 4.20] [added: 4.18] | | | | | | [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 | | | | | | [removed: 02/3/2021] [added: 2/3/2021] | | | | | | 4.23 | | | | | | | | |

| [removed: 4.21] [added: 4.19] | | | | | | [Form of 1.300% Notes due 2028.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex424.htm) | | | | | | 10-Q | | | | | | [removed: 02/3/2021] [added: 2/3/2021] | | | | | | 4.24 | | | | | | | | |

| [removed: 4.22] [added: 4.20] | | | | | | [Form of 1.650% Notes due 2032.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex425.htm) | | | | | | 10-Q | | | | | | [removed: 02/3/2021] [added: 2/3/2021] | | | | | | 4.25 | | | | | | | | |

| [removed: 4.23] [added: 4.24] | | | | | | [Description of [removed: regi](https://www.sec.gov/Archives/edgar/data/804328/000172894919000072/qcom092919ex415.htm)[strant’s] [added: registrant’s] securities.](https://www.sec.gov/Archives/edgar/data/804328/000172894919000072/qcom092919ex415.htm) | | | | | | 10-K | | | | | | 11/6/2019 | | | | | | 4.15 | | | | | | | | |

| [removed: 10.1] [added: 10.5] | | | | | | [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 | | | | | | 11/4/2015 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.2] [added: 10.6] | | | | | | [Amended and Restated 2016 Long-Term Incentive Plan. (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894920000031/qcom03292020ex107.htm) | | | | | | 10-Q | | | | | | 4/29/2020 | | | | | | 10.7 | | | | | | | | |

| [removed: 10.3] [added: 10.20] | | | | | | [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](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)[.] [added: States (2016 Form).] (2)](http://www.sec.gov/Archives/edgar/data/804328/000123445216000429/qcom32716ex1032.htm) | | | | | | 10-Q | | | | | | 4/20/2016 | | | | | | 10.32 | | | | | | | | |

| [removed: 10.4] [added: 10.21] | | | | | | [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 Hong Kong. (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000043/qcom032821ex104.htm) | | | | | | 10-Q | | | | | | 4/28/21 | | | | | | 10.4 | | | | | | | | |

| [removed: 10.5] [added: 10.1] | | | | | | [Credit [removed: Agreement among] [added: Agreement](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm)[, dated as of December 8, 2020,](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [among] QUALCOMM Incorporated, the lenders [removed: party](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [thereto,] [added: party thereto,] the letter of credit issuers [removed: party](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [thereto] [added: party thereto] and Bank of America, N.A., [removed: as](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [administrative] [added: as administrative] agent, swing line lender and a letter of credit [removed: 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)] [added: issuer](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm)[.](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm)] | | | | | | 8-K | | | | | | 12/10/2020 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.6] [added: 10.16] | | | | | | [Qualcomm Incorporated Non-Executive Officer Change in Control [removed: Severance](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex107.htm) [Plan] [added: Severance Plan] (as amended and restated).](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex107.htm) | | | | | | 10-Q | | | | | | 7/28/2021 | | | | | | 10.7 | | | | | | | | |

| [removed: 10.7] [added: 10.22] | | | | | | [removed: [Forms] [added: [Form] of [added: 2016 Long-Term Incentive Plan] Non-Employee Director Deferred Stock Unit Grant [removed: Notices] [added: Notice] and Non-Employee Director Deferred Stock Unit [removed: 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)] [added: Agreement (2018 Form). (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1060.htm)] | | | | | | 10-Q | | | | | | [removed: 4/28/21] [added: 4/25/2018] | | | | | | [removed: 10.8] [added: 10.60] | | | | | | | | |

| [removed: 10.8] [added: 10.9] | | | | | | [Form of [added: Qualcomm Incorporated] 2016 Long-Term Incentive Plan [removed: Non-Employee Director Deferred] [added: Executive Performance] Stock Unit [added: Award] Grant Notice and [removed: Non-Employee Director Deferred] [added: Executive Performance] Stock Unit [removed: 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)] [added: Award Agreement (2020 Form). (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894920000067/qcom092720ex1021.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | [removed: 4/25/2018] [added: 11/4/2020] | | | | | | [removed: 10.60] [added: 10.21] | | | | | | | | |

| [removed: 10.9] [added: 10.7] | | | | | | [Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended. (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1062.htm) | | | | | | 10-Q | | | | | | 4/25/2018 | | | | | | 10.62 | | | | | | | | |

| [removed: 10.10] [added: 10.14] | | | | | | [Qualcomm Incorporated Executive Officer Change in Control [removed: Severance](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex1011.htm) [Plan] [added: Severance Plan] (as amended and [removed: restated).](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex1011.htm) [(2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex1011.htm)] [added: restated). (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex1011.htm)] | | | | | | 10-Q | | | | | | 7/28/2021 | | | | | | 10.11 | | | | | | | | |

| [removed: 10.11] [added: 10.15] | | | | | | [Qualcomm Incorporated Executive Officer [removed: Severance](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex1012.htm) [Plan] [added: Severance Plan] (as amended and [removed: restated).](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex1012.htm) [(2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex1012.htm)] [added: restated). (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex1012.htm)] | | | | | | 10-Q | | | | | | 7/28/2021 | | | | | | 10.12 | | | | | | | | |

| 10.12 | | | | | | [removed: [Qualcomm] [added: [Form of Qualcomm] Incorporated 2016 Long-Term Incentive Plan [removed: CEO Performance] [added: Executive Restricted] Stock [removed: Option] [added: Unit Award] Grant Notice and [removed: CEO Performance] [added: Executive Restricted] Stock [removed: Option Agreement. (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894918000095/qcom93018ex1059.htm)] [added: Unit Award Agreement (2021 Form). (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000076/qcom092621ex1023.htm)] | | | | | | 10-K | | | | | | [removed: 11/7/2018] [added: 11/3/2021] | | | | | | [removed: 10.59] [added: 10.23] | | | | | | | | |

| 4.21 | | | | | | [Officers’ Certificate, dated May 9, 2022, for the 4.250% Notes due 2032 and the 4.500% Notes due 2052.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-2.htm) | | | | | | 8-K | | | | | | 5/9/2022 | | | | | | 4.2 | | | | | | | | |

| 4.22 | | | | | | [Form of 4.250% Notes due 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-3.htm) | | | | | | 8-K | | | | | | 5/9/2022 | | | | | | 4.3 | | | | | | | | |

| 4.23 | | | | | | [Form of 4.500% Notes due 2052.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-4.htm) | | | | | | 8-K | | | | | | 5/9/2022 | | | | | | 4.4 | | | | | | | | |

| 10.2 | | | | | | [LIBOR Transition Amendment to Credit Agreement, dated as of December 21, 2021, by and between QUALCOMM Incorporated and Bank of America, N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/804328/000172894922000012/qcom12262021ex1025.htm) | | | | | | 10-Q | | | | | | 2/2/2022 | | | | | | 10.25 | | | | | | | | |

| 10.4 | | | | | | [Letter Agreement, dated as of January 24, 2022, by and among QUALCOMM Incorporated, SSW HoldCo LP and SSW Merger Sub Corp and SSW Investors LP. (1)](http://www.sec.gov/Archives/edgar/data/804328/000172894922000026/qcom03272022ex1027.htm) | | | | | | 10-Q | | | | | | 4/27/2022 | | | | | | 10.27 | | | | | | | | |

| 4.12 | | | | | | [Form of 4.300% Notes due 2047.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex411.htm) | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | 4.11 | | | | | | | | |

| 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 | | | | | | 8/18/2020 | | | | | | 4.7 | | | | | | | | |

| 10.19 | | | | | | [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)](http://www.sec.gov/Archives/edgar/data/804328/000172894920000067/qcom092720ex1021.htm) | | | | | | 10-K | | | | | | 11/4/2020 | | | | | | 10.21 | | | | | | | | |

| 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 | | | | | | | | |

| 10.22 | | | | | | [Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Performance Stock Unit Award Grant Notices and Executive Performance Stock Unit Award Agreement (2021 Form). (2)](https://www.sec.gov/Archives/edgar/data/804328/000172894921000076/qcom092621ex1022.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.23 | | | | | | [Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Restricted Stock Unit Award Grant Notice and Executive Restricted Stock Unit Award Agreement (2021 Form). (2)](https://www.sec.gov/Archives/edgar/data/804328/000172894921000076/qcom092621ex1023.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| November [removed: 3, 2021] [added: 2, 2022] | | | By | | | /s/ Cristiano R. Amon | | | | | |

| /s/ Cristiano R. Amon | | | | | | President and Chief Executive Officer, and Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Akash Palkhiwala | | | | | | Chief Financial Officer | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Erin Polek | | | | | | Senior Vice President, Corporate Controller and Chief Accounting Officer | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Sylvia Acevedo | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Mark Fields | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Jeffrey W. Henderson | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Gregory N. Johnson | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Ann M. Livermore | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Mark D. McLaughlin | | | | | | Chair of the Board | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Jamie S. Miller | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Irene B. Rosenfeld | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Kornelis (Neil) Smit | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Jean-Pascal Tricoire | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

| /s/ Anthony J. Vinciquerra | | | | | | Director | | | | | | November [removed: 3, 2021] [added: 2, 2022] | | |

We have audited the accompanying consolidated balance sheets of QUALCOMM Incorporated and its subsidiaries (the “Company”) as of September [removed: 26, 2021] [added: 25, 2022] and September [removed: 27, 2020,] [added: 26, 2021,] and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September [removed: 26, 2021,] [added: 25, 2022,] 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: 26, 2021,] [added: 25, 2022,] based on criteria established in *Internal Control - Integrated 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: 26, 2021] [added: 25, 2022] and September [removed: 27, 2020,] [added: 26, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 26, 2021] [added: 25, 2022] 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: 26, 2021,] [added: 25, 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in Notes 1 and 2 to the consolidated financial statements, the Company’s QCT segment, which recorded revenues of [removed: $27.0] [added: $37.7] billion in fiscal [removed: 2021,] [added: 2022,] 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.

These procedures included testing the effectiveness of controls relating to management’s review of and accounting for [added: QCT] customer incentive arrangements as well as controls relating to management’s review over the completeness and accuracy of reductions to revenues in fiscal [removed: 2021] [added: 2022] and accruals for customer incentive arrangements as of the balance sheet date.

These procedures also included, among others, testing the completeness and accuracy of [removed: customer incentive arrangement] reductions to revenues and [added: accruals for QCT] customer incentive [removed: arrangement accruals] [added: arrangements] recorded in the consolidated financial statements, and recalculating, on a test basis, reductions to revenues and accruals for [added: QCT] customer incentive arrangements based upon customer-specific contractual terms.

| | | | [added: | | | | | | | | | | | | | | | | | | | | |] September [added: 25, 2022 | | | | | | September] 26, 2021 | | | | | | September 27, 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 7,116] [added: 2,773] | | | | | $ | [removed: 6,707] [added: 7,116] | |

| Marketable securities | | | [removed: 5,298] [added: 3,609] | | | | | | [removed: 4,507] [added: 5,298] | | |

| Accounts receivable, net | | | [removed: 3,579] [added: 5,643] | | | | | | [removed: 4,003] [added: 3,579] | | |

| Inventories | | | [removed: 3,228] [added: 6,341] | | | | | | [removed: 2,598] [added: 3,228] | | |

| Other current assets | | | [removed: 854] [added: 1,625] | | | | | | [removed: 704] [added: 854] | | |

| Total current assets | | | [removed: 20,075] [added: 20,724] | | | | | | [removed: 18,519] [added: 20,075] | | |

| Deferred tax assets | | | [removed: 1,591] [added: 1,803] | | | | | | [removed: 1,351] [added: 1,591] | | |

| Property, plant and equipment, net | | | [removed: 4,559] [added: 5,168] | | | | | | [removed: 3,711] [added: 4,559] | | |

| Goodwill | | | [removed: 7,246] [added: 10,508] | | | | | | [removed: 6,323] [added: 7,246] | | |

| Other intangible assets, net | | | [removed: 1,458] [added: 1,882] | | | | | | [removed: 1,653] [added: 1,458] | | |

| Other assets | | | [removed: 6,311] [added: 7,729] | | | | | | [removed: 4,037] [added: 6,311] | | |

| Total assets | | | $ | [removed: 41,240] [added: 49,014] | | | | | $ | [removed: 35,594] [added: 41,240] | |

| Trade accounts payable | | | $ | [removed: 2,750] [added: 3,796] | | | | | $ | [removed: 2,248] [added: 2,750] | |

| Payroll and other benefits related liabilities | | | [removed: 1,531] [added: 1,486] | | | | | | [removed: 1,053] [added: 1,531] | | |

| Unearned revenues | | | [removed: 612] [added: 369] | | | | | | [removed: 568] [added: 612] | | |

| Short-term debt | | | [removed: 2,044] [added: 1,945] | | | | | | [removed: 500] [added: 2,044] | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

The communication of critical audit matters does not alter in any way our opinion on the consolidated

November 2, 2022

| Held for sale assets | | | 733 | | | | | | — | | |

| Held for sale assets | | | 1,200 | | | | | | — | | |

| Held for sale liabilities | | | 581 | | | | | | — | | |

| Held for sale liabilities | | | 119 | | | | | | — | | |

| Other (Note 2) | | | | | | | | | | | | | | | | | | | | | | | | (1,059) | | | | | | — | | | | | | (28) | | |

| Income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | 12,986 | | | | | | 9,043 | | | | | | 5,198 | | |

| Discontinued operations, net of income taxes (Note 9) | | | | | | | | | | | | | | | | | | | | | | | | (50) | | | | | | — | | | | | | — | | |

| Continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | 11.56 | | | | | $ | 7.99 | | | | | $ | 4.58 | |

| Discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | (0.04) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | $ | 11.52 | | | | | $ | 7.99 | | | | | $ | 4.58 | |

| Continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | 11.41 | | | | | $ | 7.87 | | | | | $ | 4.52 | |

| Discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | (0.04) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | $ | 11.37 | | | | | $ | 7.87 | | | | | $ | 4.52 | |

| Net income from continuing operations | | | $ | 12,986 | | | | | $ | 9,043 | | | | | $ | 5,198 | |

| Net cash used by operating activities from discontinued operations | | | (170) | | | | | | — | | | | | | — | | |

| Repayment of debt of acquired company | | | (349) | | | | | | — | | | | | | — | | |

For

At September 25, 2022, the aggregate fair value of our derivative instruments recorded in total assets and in total liabilities were $271 million and $346 million, respectively.

At September 26, 2021, the aggregate fair value of our derivative instruments recorded in total assets and in total liabilities were $42 million and $111 million, respectively.

*Interest Rate Swaps:* From time to time, we enter into interest rate swap agreements that allow us to effectively convert fixed-rate payments into floating-rate payments on portions of our outstanding long-term debt.

We enter into these agreements, in part, to manage interest rate risk associated with our cash equivalents and marketable securities, in addition to changes in the fair value of our outstanding debt.

| | | | $ | 7,707 | | | | | $ | 5,919 | |

| | | | September 25, 2022 | | | | | | September 26, 2021 | | |

| Euro | | | 206 | | | | | | — | | |

| | | | $ | 7,707 | | | | | $ | 5,919 | |

During fiscal 2022, we discontinued the net investment hedge related to one of the fines previously recorded related to the European Commission (EC) Investigation (Note 7).

The associated foreign currency gains related to this fine previously recorded will remain in accumulated other comprehensive income (loss) until the foreign subsidiaries are sold or substantially liquidated, at which point it will be reclassified into earnings.

Contractual sale restrictions are not considered in measuring the fair value of marketable equity securities.

our non-marketable equity investees and convertible debt instruments issued by private companies.

We generally place binding purchase orders with our suppliers in advance of receiving contractually binding forecasts and/or purchase orders from our customers.

The time period between placing purchase orders with our suppliers and receiving contractually binding forecasts and/or purchase orders from our customers has increased and may continue to increase as a result of extended manufacturing lead-times, driven in part by a continued transition to leading-edge technologies and/or increased complexity in the manufacturing process of our products.

Our manufacturing relationships generally allow for cancellation of outstanding purchase commitments, but in some cases may require incremental fees and/or the loss of amounts paid in advance related to capacity underutilization.

Further, if our customers cancel purchase orders or alter forecasts this may result in excess inventory on hand.

| | | | | | | | | | | | |

| /s/ Harish Manwani | | | | | | Director | | | | | | November 3, 2021 | | |

| Harish Manwani | | | | | | | | | | | | | | |

| /s/ Clark T. Randt, Jr. | | | | | | Director | | | | | | November 3, 2021 | | |

| Clark T. Randt, Jr. | | | | | | | | | | | | | | |

*Changes in Accounting Principles*

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal 2020 and the manner in which it accounts for revenues from contracts with customers and income tax effects of intra-entity transfers of assets other than inventory in fiscal 2019.

November 3, 2021

QUALCOMM Incorporated

| Indefinite and long-lived asset impairment charges | | | 5 | | | | | | — | | | | | | 203 | | |

| Payment of purchase consideration related to RF360 Holdings | | | (16) | | | | | | (55) | | | | | | (1,163) | | |

| Cumulative effect of accounting changes | | | — | | | | | | — | | | | | | 3,455 | | |

| Cumulative effect of accounting changes | | | — | | | | | | — | | | | | | (51) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently Adopted Accounting Pronouncements.

*Financial Assets:* In June 2016, the Financial Accounting Standards Board (FASB) issued new accounting guidance that changed the accounting for recognizing impairments of financial assets (ASC 326).

Under the new accounting guidance, credit losses for financial assets held at amortized cost (such as accounts receivable) are estimated based on expected losses rather than the previous incurred loss impairment model.

The new accounting guidance also eliminated the concept of other-than-temporary impairment with credit losses related to available-for-sale debt securities recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.

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.

The future impact of such accounting guidance will largely depend on the future composition and credit quality of our investment portfolio and accounts receivable, as well as future economic conditions.

*Leases:* In February 2016, the FASB issued new accounting guidance related to leases that outlines a new comprehensive lease accounting model and requires expanded disclosures (ASC 842).

Under the new accounting guidance, we are required to recognize right-of-use assets and corresponding lease liabilities on the consolidated balance sheet.

We adopted ASC 842 in the first quarter of fiscal 2020 using the modified retrospective approach, with the cumulative effect of initial adoption recorded as an adjustment to our opening consolidated balance sheet at September 30, 2019.

We elected to not record leases with a term of 12 months or less on our consolidated balance sheet.

In addition, we applied the package of practical expedients permitted under the transition guidance, which among other things, does not require reassessment of lease classification upon adoption.

Finance leases were not material for all periods presented.

Adoption of the new accounting guidance did not have a material impact on our consolidated statements of operations or cash flows.

Results for fiscal 2019 have not been restated and continue to be reported in accordance with the accounting guidance in effect for those periods.

*Revenue Recognition:* In May 2014, the FASB issued new accounting guidance related to revenue recognition (ASC 606).

We adopted ASC 606 in the first quarter of fiscal 2019 using the modified retrospective transition method only to those contracts that were not completed as of October 1, 2018.

We recognized the cumulative effect of initially applying the new revenue accounting guidance as an adjustment to opening retained earnings.

*Income Taxes:* In October 2016, the FASB issued new accounting guidance that changes the accounting for the income tax effects of intra-entity transfers of assets other than inventory.

We adopted the new accounting guidance in the first quarter of fiscal 2019 using the modified retrospective transition method, with the cumulative effect of applying the new accounting guidance recognized as an adjustment to opening retained earnings of $2.6 billion, primarily as the result of establishing a deferred tax asset on the basis difference of certain intellectual property distributed from one of our foreign subsidiaries to a subsidiary in the United States in fiscal 2018.

Marketable Securities. As a result of the adoption of ASC 326, we revised our accounting policy beginning in fiscal 2021 as follows.

The fair values of our foreign currency forward and option contracts used to hedge foreign currency risk designated as cash flow hedges recorded in total assets and in total liabilities were $42 million and negligible, respectively, at September 26, 2021.

The fair values of our foreign currency forward and option contracts used to hedge foreign currency risk designated as cash flow hedges recorded in total assets and in total liabilities were $51 million and negligible, respectively, at September 27, 2020.

The fair values of our foreign currency

forward and option contracts not designated as hedging instruments were negligible at September 26, 2021 and September 27, 2020.

*Interest Rate Swaps:* 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.