Qualcomm (QCOM) 10-K risk factor changes: FY2023 vs FY2022

We derive a significant portion of our revenues from a small number of customers and licensees, and particularly from their sale of premium tier [added: handset] devices.

We derive a significant portion of our revenues from a small number of customers and licensees, and particularly from their sale of premium tier [added: handset] devices, and we expect this trend to continue in the foreseeable future.

[removed: Our] [added: The mobile] industry is experiencing and may continue to experience concentration of device share among a few companies, particularly at the premium tier, contributing to this trend.

Certain Chinese OEMs [added: have increased and may] continue to [removed: grow] [added: increase] their device share in China and [removed: are increasing their device share] in [added: certain] regions outside of China, and we derive a significant portion of our revenues from a small number of these OEMs as well.

See also “Notes to Consolidated Financial Statements, Note [removed: 1.][added: 2.]

In addition, a number of our largest [removed: 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 [removed: utilize and may in the future utilize in some or all of their devices, rather than our products, which could 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 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, a decline in global, regional or local economic conditions, a decline in consumer [removed: demand,] [added: demand (or a shift in consumer demand away from new devices in favor of refurbished or secondhand devices),] elevated inventory levels at our customers or otherwise, would reduce our revenues and could harm our ability to achieve or sustain expected results of operations.

Further, the concentration of device share among a few companies, and the corresponding purchasing power of these companies, may result in lower prices for our [removed: products which, if not accompanied by a sufficient increase in the volume of purchases of our] products, [added: which] could have an adverse effect on our revenues and margins.

[removed: Our] [added: The mobile] industry has also experienced slowing growth in the premium-tier device segment due to, among other factors, a maturing premium-tier smartphone industry in which demand is increasingly driven by new product launches and innovation cycles.

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), [removed: or] a shift in share away [added: from OEMs that utilize our premium-tier products, or a shift in consumer demand in favor of refurbished or secondhand devices, would reduce our revenues and margins and may harm our ability to achieve or sustain expected financial results.]

Moreover, the [removed: future growth and] success of our core licensing business [removed: will depend] [added: depends] in part on the ability of our licensees to [added: continue to] develop, introduce and deliver high-volume products that achieve and sustain customer acceptance.

We do not have control over the product development, sales efforts or pricing of products by our licensees, and our licensees might not be [removed: successful.][added: successful in these efforts.]

Reductions in sales of our licensees’ products, or reductions in the average selling prices of [removed: wireless devices sold by our licensees] [added: such products] without a sufficient increase in the volumes [removed: of such devices] sold, would generally have an adverse effect on our licensing revenues.

Certain of our largest [removed: 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 [removed: may] [added: we expect will] in the future utilize in some 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).

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 [removed: tensions.*”][added: tensions*.”]

In addition, periodic supply/capacity constraints within the semiconductor industry may further incentivize our [removed: integrated circuit] customers to vertically integrate in an effort to secure additional control over their supply chains.

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

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 [added: handset] 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 [removed: affected*.”][added: affected*” and “*Our business, particularly our semiconductor business, may suffer as a result of our customers vertically integrating (i.e., developing their own integrated circuit products).”*]

We derive a significant portion of our revenues from Chinese OEMs, and from non-Chinese OEMs that utilize our integrated circuit products in [removed: their] devices [removed: and] [added: they] sell [removed: those devices] into China, which has the largest number of smartphone users in the world.

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 [removed: Chinese integrated circuit] customers [added: in China] have developed, and others may in the future develop, their own integrated circuit products and use such integrated circuit products in their devices, or use our competitors’ integrated circuit products in their devices, rather than our products, which could materially harm our business, revenues, results of operations, cash flows and financial position.

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 [added: 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.]

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 [removed: OEMs;] [added: customers;] our non-Chinese OEM customers were limited in, or prohibited from, selling devices [removed: into China] that incorporate our integrated circuit [removed: products;] [added: products into China;] Chinese OEMs develop and use their own integrated circuit products or use our competitors’ integrated circuit products in some or all of their devices rather than our integrated circuit products; 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 [added: our] Chinese [removed: OEMs] [added: customers] or Chinese consumers; or 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 [added: of] 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.

Accordingly, we intend to continue to make substantial investments in these new and expanded product areas, industries and applications, and in developing [removed: new] [added: related] products and [removed: technologies for these product areas, industries and applications.][added: technologies.]

Our growth also depends significantly on our ability to develop and patent 5G [added: and next-generation wireless] technologies, and to develop and commercialize products using [removed: 5G] [added: these] technologies.

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

[removed: Further,] [added: For example,] the automotive industry is subject to long design-in time frames, long product life cycles and a high degree of regulatory and safety requirements, necessitating suppliers to the industry to comply with stringent qualification processes, very low defect rates and high reliability standards, all of which results in significant barriers to entry and increased costs.

If our products fail to perform to specifications, compete with the product quality of our competitors or meet quality [removed: and/or] [added: or] regulatory standards [removed: 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 [removed: industry),] [added: industry) or other standards (including sustainability or other ESG-related standards) of a particular industry or application,] we may be unable to successfully expand our business in that industry or application, and our growth could be limited.

In addition, in order to successfully extend our technologies and products into new and expanded product areas, and industries and applications beyond mobile handsets, we may need to transition to new business models [removed: and] [added: or] transform aspects of our organization, and we may not be successful in doing so.

We engage in acquisitions and other strategic transactions, including joint ventures, and make investments, which we believe are important to the future of our [removed: business, with the goal of maximizing stockholder value.][added: business.]

We routinely acquire businesses and other assets, including patents, technology and other intangible assets, enter into joint ventures or other strategic transactions, and purchase minority equity [removed: 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 [removed: technologies and] [added: technologies,] supporting the design and introduction of new products (or enhancing existing products) for mobile handsets, and [removed: for] [added: furthering our growth and diversification strategy in] industries and applications beyond mobile handsets.

We may not derive any commercial value from [removed: associated] [added: acquired] technologies or products or from future technologies or products based on these technologies, and we may [removed: be] [added: become] subject to [added: liabilities, including] liabilities [added: arising as a result of litigation,] that are not covered by [added: any] indemnification protection that we may [removed: obtain, and we may become subject to litigation.][added: obtain.]

If we do not achieve the anticipated benefits of business acquisitions or other strategic activities, [added: or if we are unable to consummate acquisitions or strategic investments that we consider important to the future of] our [added: business, our] business and results of operations may be adversely affected, [added: our growth] and [removed: we] [added: diversification strategy] may not [removed: enhance stockholder value by engaging in these transactions.][added: be successful, our stock price may decline and our reputation may be harmed.]

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

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

Such suppliers have in the past allocated and may again allocate raw materials and manufacturing capacity to their own products and reduce or limit the production of our [added: products.]

[added: commercialization of] products.

[removed: Recently,] [added: From time to time,] the global semiconductor industry [removed: experienced] [added: experiences] demand for integrated circuits that [removed: exceeded] [added: exceeds] the industry’s capacity to meet that demand.

Composition of Certain Financial Statement Items - Concentrations.”

utilize and may in the future utilize in some or all of their devices, rather than our products, which could significantly reduce the revenues we derive from these customers.

See also the Risk Factors 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 handset devices.

For example, we currently have export licenses from the U.S. Department of Commerce that allow us to sell 4G and other integrated circuit products, including Wi-Fi products, but excluding 5G products, to Huawei.

Recent news reports have indicated that the Department of Commerce is considering not granting any new licenses for sales to Huawei and potentially revoking existing licenses.

Further, we do not have a license to sell 5G products to Huawei, and Huawei has recently announced the launch of new 5G-capable devices using its own integrated circuit products.

As a result, we do not expect to receive material product revenues from Huawei going forward.

Additionally, to the extent that Huawei’s 5G devices take share from Chinese OEMs that utilize our 5G products or from non-Chinese OEMs that utilize our 5G products in devices they sell into China, our revenues, results of operations and cash flows could be further impacted.

Additionally, certain customers have adopted, and other customers may adopt, policies that require us to achieve certain sustainability, climate or other environmental, social and governance (ESG)-related targets, such as our 2040 net-zero global GHG emissions commitment and our interim GHG emissions reduction goals.

If we fail to achieve ESG-related targets that meet our customers’ requirements or expectations, these customers may not purchase products or services from us.

interests in or make loans to companies, including those that may be private and early-stage.

For example, as AI continues to evolve, cyber-attackers could also use AI to develop malicious code and sophisticated phishing attempts.

We may not be able to attract or retain qualified employees.

In fiscal 2023, we implemented changes to our hybrid work model that require the majority of our employees to spend the majority of their working time in the office.

This requirement for greater in-office attendance may not meet the needs or expectations of our employees and could negatively impact our ability to attract and retain employees, particularly if it is perceived as less favorable compared to other companies’ remote work policies.

If we are unable to attract or retain qualified employees or fail to maintain employee productivity due to any of the factors described above or for other reasons, our business could be adversely impacted.

In addition, governments may enact policies concerning standard-essential patents, such as the European Commission’s recently proposed regulations which would create a new regulatory scheme for standard-essential patents, that may have various consequences, some of which may be detrimental, such as by devaluing standard-essential patents or disrupting worldwide technology standards.

Other jurisdictions may adopt similar regulatory schemes, which could also have such effects.

Commitments and

Moreover, such a requirement could negatively impact our ability to maintain our licensing program for products that do not use our chipsets.

negotiations, arbitration or litigation.

acceptable terms, which could adversely impact our financial results.

Some proposed changes would apply to only standard-essential patents, and such changes may substantially alter the incentives to participate in standardization or develop standards-compliant products.

impact our results of operations and cash flows.

See also the Risk Factors titled “*Efforts by some original equipment manufacturers (OEMs) to avoid paying fair and reasonable royalties for the use of our intellectual property may require the investment of substantial management time and financial resources and may result in legal decisions or actions by governments, courts, regulators or agencies, Standards Development Organizations (SDOs) or other industry organizations that harm our business*” and *“Our business and operations could suffer in the event of security breaches of our IT systems, or other misappropriation of our technology, intellectual property or other proprietary or confidential information.”*

different than what we customarily use to license our software.

Geopolitical conflicts, natural disasters, pandemics and other health crises, and other factors outside of our control, could significantly disrupt our business.

We have operations and facilities in the United States and many other countries throughout the world.

We derive a significant portion of our revenues from Chinese OEMs and from non-Chinese OEMs that utilize our integrated circuit products in devices they sell into China (which has the largest number of smartphone users in the world); our key suppliers and their manufacturing foundries and assembly, test and other facilities are primarily located in Taiwan and Korea; our manufacturing facilities for RFFE and RF products are located in China, Germany and Singapore; the primary warehouses where we store finished goods for fulfillment of customer orders are located in Singapore; and a significant portion of our workforce (including engineering and other technical personnel) is based in India.

Acts of war, terrorism, geopolitical conflicts, political instability or tensions such as the current geopolitical tensions involving China and Taiwan, natural disasters, the effects of climate change, pandemics such as the COVID-19 pandemic, or other health crises affecting any of

the regions in which we operate, and particularly those in which our customers, suppliers, manufacturing facilities and/or significant portions of our workforce are concentrated, could significantly disrupt our business by, among others: reducing demand for our products and services or end-user devices incorporating our products or intellectual property; impairing our customers’ or licensees’ ability to purchase or pay for our products, services or intellectual property; delaying or preventing our suppliers from providing us with critical components or raw materials; delaying or preventing our foundry or semiconductor assembly and test providers from manufacturing, assembling or testing our products; preventing us from manufacturing products or shipping finished products; damaging or destroying inventory; delaying or preventing network operators from upgrading their wireless networks to meet new technology standards; or preventing a significant number of our employees, or employees who perform critical functions, from performing their duties for us.

For example, our business depends on our ability to receive consistent and reliable chipset supply from our foundry partners, particularly in Taiwan.

Consequently, a significant or prolonged military or other geopolitical conflict involving China and Taiwan could severely limit or prevent us from receiving chipset supply from Taiwan, which would have a material adverse impact on our business (and likely on the semiconductor industry as a whole).

In addition, acts of war, terrorism, geopolitical conflicts, political instability or tensions, natural disasters, the effects of climate change, pandemics or other health crises impacting any of these regions could also result in a decline in global, regional or local economic conditions generally, or increased volatility in financial markets, which could have adverse effects on our business and financial results.

See also the Risk Factor titled “*We operate in the highly cyclical semiconductor industry, which is subject to significant downturns.

We are also susceptible to declines in global, regional and local economic conditions generally.

Our stock price and financial results are subject to substantial quarterly and annual fluctuations due to these dynamics, among others*.” Any such events may also have the effect of exacerbating the other risks discussed in this “Risk Factors” section.

In

Significant Accounting Policies - Concentrations.”

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.

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.

The semiconductor manufacturing

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 may not be able to attract and retain qualified employees, and our attempts to operate under a hybrid work model may not be successful.

If we are unable to attract and retain qualified employees, our business may be harmed.

The hybrid work model may impair our ability to maintain our collaborative and innovative culture, and may cause disruptions among our employees, including decreases in productivity, challenges in communications between on-site and off-site employees and, potentially, employee dissatisfaction and attrition.

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.

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

*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.”*

The COVID-19 pandemic, or a similar health crisis, may impact our business or results of operations in the future.

The COVID-19 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 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 and a decrease in the royalties we earned on the licensing of our intellectual property.

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.

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

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 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 operate under a hybrid work model may not be successful.*”

The COVID-19 pandemic, or a similar health crisis that may arise in the future, could impact our business, results of operations and financial condition in the 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 degree to which the COVID-19 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 duration of the pandemic or other health crisis; spikes in cases in various geographic regions; the emergence, spread and severity of new virus or disease variants; the availability, adoption and efficacy of vaccines or other medical treatments; and government responses and other actions to limit the spread of the virus or disease or to mitigate resulting negative economic effects.

We are similarly unable to predict the extent to which 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 or a similar health crisis adversely affects our business, results of operations or financial condition, it may also have the effect of exacerbating the other risks discussed in this “Risk Factors” section.

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.

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.

The following section generally discusses fiscal [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between fiscal [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of fiscal [removed: 2020] [added: 2021] items and year-to-year comparisons between fiscal [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 26, 2021.][added: 25, 2022.]

We also have nonreportable segments, including QGOV (Qualcomm Government Technologies) and our cloud [added: computing processing initiative (formerly referred to as our cloud] AI inference processing [removed: initiative.][added: initiative).]

[removed: This has resulted in fluctuations in QCT revenues in advance] of and during device launches incorporating our products and in QTL revenues when licensees’ sales occur.

Revenues were [removed: $44.2] [added: $35.8] billion, [removed: an increase] [added: a decrease] of [removed: 32%] [added: 19%] compared to revenues of [removed: $33.6] [added: $44.2] billion in fiscal [removed: 2021,] [added: 2022,] with net income of [removed: $12.9] [added: $7.2] billion, [removed: an increase] [added: a decrease] of [removed: 43%] [added: 44%] compared to net income of [removed: $9.0] [added: $12.9] billion in fiscal [removed: 2021.][added: 2022.]

Additional information [removed: related to this acquisition] [added: regarding our restructuring charges] is [removed: included] [added: provided] in this Annual Report in “Notes to Consolidated Financial Statements, Note [removed: 9.][added: 2.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | Change | | | | | | | | |

| Equipment and services | | | $ | [removed: 37,171] [added: 30,028] | | | | | $ | [removed: 26,741] [added: 37,171] | | | | | | | | | | | $ | [removed: 10,430] [added: (7,143)] | | | | | | | |

[removed: 2022] [added: 2023] vs. [removed: 2021][added: 2022]

| Cost of revenues | | | $ | [removed: 18,635] [added: 15,869] | | | | | $ | [removed: 14,262] [added: 18,635] | | | | | | | | | | | $ | [removed: 4,373] [added: (2,766)] | | | | | | | |

| Gross margin | | | [removed: 58] [added: 56] | | % | | | | 58 | | % | | | | | | | | | | | | | | | | | | |

Gross margin percentage [removed: remained flat] [added: decreased] in fiscal [removed: 2022] [added: 2023] primarily due [removed: to:][added: to a decrease in QCT gross margin.]

| Research and development | | | $ | [removed: 8,194] [added: 8,818] | | | | | $ | [removed: 7,176] [added: 8,194] | | | | | | | | | | | $ | [removed: 1,018] [added: 624] | | | | | | | |

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

The increase in research and development expenses in fiscal [removed: 2022] [added: 2023] was due to:

+ [removed: $856] [added: $124] million increase driven by higher costs related to the development of wireless and integrated circuit technologies (including 5G and application processor technologies), primarily driven by an increase in employee-related expenses [added: (which included lower employee cash incentive program costs)]

+ [removed: $303] [added: $375] million increase in share-based compensation expense

| Selling, general and administrative | | | $ | [removed: 2,570] [added: 2,483] | | | | | $ | [removed: 2,339] [added: 2,570] | | | | | | | | | | | $ | [removed: 231] [added: (87)] | | | | | | | |

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

The [removed: increase] [added: decrease] in selling, general and administrative expenses in fiscal [removed: 2022] [added: 2023] was primarily due to:

[removed: + $110] [added: \- $95] million [removed: increase] [added: decrease] in acquisition-related expenses, primarily related to the Veoneer transaction [added: which closed in the third quarter of fiscal 2022]

[removed: \- $127] [added: + $125] million [removed: decrease] [added: increase] in expenses driven by revaluation of our deferred compensation obligation on [removed: lower] [added: higher] relative stock market performance

| Other [removed: (income)] expense [added: (income)] | | | $ | [removed: (1,059)] [added: 862] | | | | | $ | [removed: —] [added: (1,059)] | | | | | | | | | | | $ | [removed: (1,059)] [added: 1,921] | | | | | | | |

[added: | | | | 2023 | | | | | |] 2022 [added: | | | | | | | | |]

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

| Interest expense | | | $ | [removed: 490] [added: 694] | | | | | $ | [removed: 559] [added: 490] | | | | | | | | | | | $ | [removed: (69)] [added: 204] | | | | | | | |

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

| Interest and dividend income | | | $ | [removed: 91] [added: 313] | | | | | $ | [removed: 83] [added: 91] | | | | | | | | | | | $ | [removed: 8] [added: 222] | | | | | | | |

| Net [removed: (losses)] gains [added: (losses)] on marketable securities | | | [removed: (363)] [added: 75] | | | | | | [removed: 427] [added: (363)] | | | | | | | | | | | | [removed: (790)] [added: 438] | | | | | | | | |

| Net gains on other investments | | | [removed: 113] [added: 21] | | | | | | [removed: 470] [added: 113] | | | | | | | | | | | | [removed: (357)] [added: (92)] | | | | | | | | |

| Net [removed: (losses)] gains [added: (losses)] on deferred compensation plan assets | | | [removed: (141)] [added: 86] | | | | | | [removed: 130] [added: (141)] | | | | | | | | | | | | [removed: (271)] [added: 227] | | | | | | | | |

| Impairment losses on other investments | | | [removed: (47)] [added: (132)] | | | | | | [removed: (33)] [added: (47)] | | | | | | | | | | | | [removed: (14)] [added: (85)] | | | | | | | | |

[removed: The decrease in interest] [added: Interest] expense in fiscal 2022 [removed: was primarily driven by] [added: included] a $62 million reversal of accrued interest [added: previously] recorded [removed: in the third quarter of fiscal 2022] related to the annulled 2018 EC fine.

Substantially all of our income is taxed in the U.S., of which a significant portion qualifies for preferential treatment as FDII [removed: (foreign-derived intangible income)] at a 13% effective tax rate.

| Expected income tax provision at federal statutory tax rate | | | $ | [removed: 3,150] [added: 1,563] | | | | | $ | [removed: 2,158] [added: 3,150] | | | | | | | |

| [removed: Excess] [added: Shortfall (excess)] tax benefit associated with share-based awards | | | [removed: (257)] [added: 3] | | | | | | [removed: (265)] [added: (257)] | | | | | | | | |

| Foreign currency [added: (gains)] losses related to foreign withholding tax receivable | | | [removed: 243] [added: (66)] | | | | | | [removed: 12] [added: 243] | | | | | | | | |

| Nontaxable reversal of 2018 EC fine | | | [removed: (224)] [added: —] | | | | | | [removed: —] [added: (224)] | | | | | | | | |

| Benefit related to the research and development tax credit | | | [removed: (224)] [added: (235)] | | | | | | [removed: (195)] [added: (224)] | | | | | | | | |

| Other | | | [removed: 77] [added: (14)] | | | | | | [removed: 71] [added: (25)] | | | | | | | | | [added: | | | 11 | | | | | | | | |]

This has resulted in fluctuations in QCT revenues in advance

Fiscal 2023 Overview

Key items from fiscal 2023 included:

- QCT revenues decreased by 19% in fiscal 2023 compared to the prior year, primarily due to lower handset and IoT revenues.

- QTL revenues decreased by 17% in fiscal 2023 compared to the prior year.

- We recorded other expenses of $862 million in fiscal 2023, primarily related to restructuring and restructuring-related charges, compared to a $1.1 billion benefit recorded to other income in fiscal 2022 resulting from the 2018 European Commission (EC) fine reversal.

- Our effective income tax rate was 1% in fiscal 2023 compared to 13% in the prior year, reflecting certain additional foreign-derived intangible income (FDII) deductions in fiscal 2023.

| Licensing | | | 5,792 | | | | | | 7,029 | | | | | | | | | | | | (1,237) | | | | | | | | |

| | | | $ | 35,820 | | | | | $ | 44,200 | | | | | | | | | | | $ | (8,380) | | | | | | | |

The decrease in revenues in fiscal 2023 was primarily due to:

\- $7.2 billion in lower equipment and services revenue from our QCT segment

\- $1.1 billion in lower licensing revenues from our QTL segment

2023 vs. 2022

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | Change | | | | | | | | |

2023 vs. 2022

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | Change | | | | | | | | |

2023 vs. 2022

\- $109 million decrease in employee-related expenses (which included lower employee cash incentive program costs)

+ $99 million increase in expenses driven by revaluation of our deferred compensation obligation on higher relative stock market performance

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | Change | | | | | | | | |

2023 vs. 2022

Other expense in fiscal 2023 consisted of $712 million in restructuring and restructuring-related charges (substantially all of which related to severance costs) resulting from certain cost reduction actions initiated in fiscal 2023, and a $150 million intangible asset impairment charge related to in-process research and development.

Composition of Certain Financial Statement Items - Other Income, Costs and Expenses.”

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | Change | | | | | | | | |

| | | | $ | 349 | | | | | $ | (372) | | | | | | | | | | | $ | 721 | | | | | | | |

Additional information regarding our annual effective tax rate (including discussion related to the impact of the new requirement to capitalize research and development expenditures for federal income tax purposes) is provided in this Annual Report in “Notes to Consolidated Financial Statements, Notes 3.

| Benefit from FDII deduction related to capitalizing research and development expenditures | | | (598) | | | | | | — | | | | | | | | |

| Benefit from FDII deduction, excluding the impact of capitalizing research and development expenditures | | | (447) | | | | | | (753) | | | | | | | | |

| Benefit from fiscal 2021 and 2022 FDII deductions related to a change in sourcing of research and development expenditures | | | (126) | | | | | | — | | | | | | | | |

| Benefit from releasing valuation allowance on unutilized foreign loss carryforwards | | | (114) | | | | | | — | | | | | | | | |

| Other | | | 124 | | | | | | 77 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | Change | | | | | | | | |

Fiscal 2023 also included a gain on the sale of the Active Safety business and certain write-down charges related to the Restraint Control Systems business based on the expected sales price, the individual and aggregate amounts of which were not material.

Acquisitions and Divestitures.”

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | Change | | | | | | | | |

| Handsets | | | $ | 22,570 | | | | | $ | 28,815 | | | | | | | | | | | $ | (6,245) | | | | | | | |

| Automotive | | | 1,872 | | | | | | 1,509 | | | | | | | | | | | | 363 | | | | | | | | |

| IoT (internet of things) | | | 5,940 | | | | | | 7,353 | | | | | | | | | | | | (1,413) | | | | | | | | |

| EBT (2) | | | $ | 7,924 | | | | | $ | 12,837 | | | | | | | | | | | $ | (4,913) | | | | | | | |

(1) Beginning in the first quarter of fiscal 2023, QCT RFFE (radio frequency front-end) revenues, which were previously presented as a separate revenue stream, are now included within our Handsets, Automotive and internet of things (IoT) revenue streams as applicable.

In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties.

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

Risk Factors” and elsewhere in this Annual Report.

Fiscal 2022 Overview and Other Recent Events

Highlights from fiscal 2022 and other recent events included:

- QCT revenues increased by 39% in fiscal 2022 compared to the prior year, primarily due to an increase in average selling prices and favorable mix toward higher-tier 5G products along with higher integrated circuit shipments in handsets, as well as higher IoT revenues.

- 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.

See “Notes to Consolidated Financial Statements, Note 7.

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 | | | | | | | |

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

+ increase in QCT gross margin

\- decrease in higher margin QTL licensing revenues in proportion to QCT revenues

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

+ $94 million increase in employee-related expenses

+ $74 million increase in share-based compensation expense

+ $33 million increase in litigation costs

+ $32 million increase in sales and marketing expenses

| Net losses on derivative instruments | | | (37) | | | | | | (14) | | | | | | | | | | | | (23) | | | | | | | | |

| Equity in net (losses) earnings of investees | | | (7) | | | | | | 13 | | | | | | | | | | | | (20) | | | | | | | | |

| Net gains (losses) on foreign currency transactions | | | 19 | | | | | | (32) | | | | | | | | | | | | 51 | | | | | | | | |

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

Net gains on marketable securities in fiscal 2021 was primarily driven by the initial public offerings of certain QSI equity investments.

Net gains on other investments in fiscal 2021 was primarily driven by realized gains resulting from the sale of certain of our QSI non-marketable investments.

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

| Benefit from FDII deduction | | | (753) | | | | | | (550) | | | | | | | | |

Unrecognized tax benefits were $2.2 billion and $2.1 billion at September 25, 2022 and September 26, 2021, respectively.

The increase in unrecognized tax benefits in fiscal 2022 was primarily due to expected refunds of Korean withholding taxes previously paid as licensees in Korea continue to withhold taxes on payments due under their licensing agreements at a rate higher than we believe is owed (which had an insignificant impact to our income tax provision).

If successful, the refund will result in a corresponding reduction in U.S. foreign tax credits.

We are subject to income taxes in the U.S. and numerous foreign jurisdictions and are currently under examination by various tax authorities worldwide, primarily related to transfer pricing.

These examinations are at various stages with respect to assessments, claims, deficiencies and refunds.

We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts giving rise to a revision become known.

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

At September [removed: 25, 2022] [added: 24, 2023] and September [removed: 26, 2021,] [added: 25, 2022,] 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: $36] [added: $26] million and [removed: $50] [added: $36] million, respectively, in the fair value of our holdings.

At September [removed: 25, 2022, the aggregate carrying value of] [added: 24, 2023,] our non-marketable equity investments (including those accounted for under the equity method) [removed: was] [added: consisted of investments in over 150 companies with an aggregate carrying value] included in other assets [removed: and was $1.3] [added: of $1.2] billion.

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

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

[removed: From time to time, we] [added: We] manage our exposure to certain interest rate risks related to our long-term debt through the use of interest rate swaps.

[removed: During fiscal] [added: At September 24, 2023 and September 25,] 2022, we [removed: entered into] [added: had an aggregate notional amount of $2.1 billion in] interest rate swaps that are designated as fair value hedges [removed: 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 [removed: entered] [added: enter] into these [removed: agreements, in part,] [added: agreements] 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 [added: 24, 2023 and 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.

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

[added: 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.

Significant Accounting Policies,” “Notes to Consolidated Financial [removed: Statements, Note 2.]

At September 24, 2023, all of our debt was comprised of unsecured fixed-rate notes.

During the first quarter of fiscal 2023, in connection with our debt issuance in November 2022, we terminated these swaps.

Gains or losses on hedged foreign currency transactions and investments, including certain royalties earned from licensees, operating expenses and net investments in foreign subsidiaries, are generally offset by corresponding losses or gains on the related hedging instrument.

Statements, Note 2.

Fair Value Measurements and Marketable Securities.”

Equity Price Risk. At September 25, 2022, the recorded value of our marketable equity securities was $164 million.

A 10% decrease in the market price of our marketable equity securities at September 25, 2022 would have caused a decrease in the carrying amounts of these securities of $16 million.

A 10% decrease in the market price of our marketable equity securities at September 26, 2021 would have caused a decrease in the carrying amounts of these securities of $68 million.

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.

Interest Rate Risk. As substantially all of our debt is comprised of unsecured fixed-rate notes, we are not subject to significant interest rate risk.

The interest rates on our floating-rate notes are based on LIBOR.

At September 25, 2022 and September 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.

The interest rates on our interest rate swaps are based on LIBOR.

At September 25, 2022 and September 26, 2021, a hypothetical decrease in interest rates of 100 basis points would cause a negligible and $23 million 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 issuances.

Foreign Currency Options. At September 25, 2022, our net asset related to foreign currency options designated as hedges of foreign currency risk on royalties earned from certain licensees was $19 million.

At September 25, 2022 and September 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 25, 2022, our net liability related to foreign currency forward contracts designated as hedges of foreign currency risk on certain operating expenditure transactions was $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 unfavorably by 10% in our hedged foreign currency, we would incur a negligible loss.

Based on forecasts at September 26, 2021, assuming the same hypothetical market conditions, we would have incurred a negligible loss.

At September 25, 2022, our net 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 25, 2022 and September 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 forward contracts would be offset by the change in fair value of the related receivables and/or payables being economically hedged.

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.

At September 25, 2022, we have designated $235 million of a certain foreign currency-denominated liability, excluding accrued interest, as a hedge of our net investment in a foreign subsidiary.

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 $23 million and $145 million, respectively, in the accumulated other comprehensive loss attributable to the cumulative foreign currency translation adjustment related to our net investment 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 the foreign subsidiary.

While we may hedge certain

Fair Value Measurements” and “Notes to Consolidated Financial Statements, Note 11.

Marketable Securities.”

Our fiscal years for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] included 52 weeks.

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 [removed: technologies] [added: connectivity,] and [removed: processor technologies including high-performance,] [added: high-performance and] low-power computing [removed: and] [added: including] on-device artificial intelligence [removed: (AI) technologies.][added: (AI).]

Our technologies and products [removed: are used] [added: deliver intelligent computing and advanced connectivity] in mobile devices and other [removed: wireless] products.

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

[removed: As a connected processor company, we] [added: We] are scaling our innovations [removed: 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 [removed: XR),] [added: extended reality (XR)),] edge networking (including mobile broadband and wireless access points) and industrial (including handhelds, retail, [removed: transportation] [added: tracking] 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, [removed: create] [added: creating] unique in-cabin experiences and [removed: enable] [added: enabling] a comprehensive assisted and automated driving solution.

We share these inventions broadly through our licensing programs enabling wide ecosystem access to technologies at the core of mobile innovation, and through the sale of our [removed: wireless] integrated circuit platforms (also known as integrated circuit products, chips, chipsets or modules) and other products.

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

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

This includes technologies such as CDMA (Code Division Multiple Access) and OFDMA (Orthogonal Frequency Division Multiple Access) families of technologies, with the latter encompassing LTE [removed: (Long Term] [added: (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.

We also develop and commercialize numerous other key technologies used in mobile and other [removed: wireless devices,] [added: devices] and [added: services, and] we own substantial intellectual property related to these technologies.

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

We have also developed other technologies that are used by wireless [added: and other] 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, AI and machine learning techniques and application processor architectures.

We also have nonreportable segments, including QGOV (Qualcomm Government Technologies) and our cloud [added: computing processing initiative (formerly referred to as our cloud] AI inference processing [removed: initiative.][added: initiative).]

Advanced connectivity and high-performance, low-power computing technologies from mobile are also impacting [added: many] industries beyond wireless, empowering new services, new business [removed: models] [added: models,] and new ways to engage and interact with customers.

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

4G has [removed: become] [added: served as] the [removed: foundational] technology [removed: to] [added: foundation for] many of the applications and services used today, including e-commerce, video streaming, video calling, social media and gaming.

Building on foundational innovations developed for 3G and 4G, the mobile industry continues to [removed: quickly move] [added: transition] to 5G [removed: technology.][added: technology as 5G network deployments and device launches continue, particularly in emerging regions.]

Beginning with the Release 15 specification issued by 3GPP (3rd Generation Partnership Project), an organization that develops technical specifications, 5G is designed to support multi-gigabit data rates, low latency and greater capacity than previous generations of mobile technology to enable enhanced mobile broadband experiences, including ultra-high definition (4K) video streaming and sharing, near-instantaneous access to cloud services, immersive cloud gaming and [removed: extended reality (XR),] [added: XR,] which includes augmented reality (AR), virtual reality (VR) and mixed reality (MR).

[added: We believe that the combination of] 5G [removed: enables] [added: and AI will enable] these experiences to be more immersive, intuitive and interactive.

[removed: Transforming Other Industries: Automotive.] [added: Automotive.] According to analyst data, [removed: more than 70%] [added: 71%] of new vehicles produced in [removed: 2028] [added: 2030] are projected to have embedded cellular connectivity, with [removed: 60%] [added: 71%] of [removed: cellular connected] [added: those] vehicles featuring 5G connectivity.

By comparison, [removed: 60%] [added: an estimated 63%] of vehicles produced in [removed: 2021 had] [added: 2023 will have] embedded cellular connectivity, with 5G connectivity [removed: expected] [added: beginning] to ramp [removed: in 2023 (Strategy Analytics,] [added: (TechInsights,] October [removed: 2022).][added: 2023).]

Analysts estimate that [removed: 19%] [added: 31%] of new [added: light duty] vehicles sold globally in [removed: 2025] [added: 2026] will have Level 2 (i.e., partial driving automation) or higher autonomy, compared to an estimated [removed: 9%] [added: 15%] of new [added: light duty] vehicles sold globally in [removed: 2022 (Strategy Analytics, October 2022).][added: 2023 (TechInsights, September 2023).]

The installed base of IoT devices, which includes everything from wearables to industrial handhelds to gateways, is projected to [removed: more than double between 2022 and 2026] [added: increase by 70% from 2023] to [removed: over 27 billion (IoT Analytics, October 2022).][added: 2026 (ABI Research, June 2023).]

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

Additionally, advancements in Wi-Fi are driving consumer and enterprise demand for the latest Wi-Fi [removed: 6] [added: 6, 6E,] and [removed: 6E] [added: 7] access point technologies that leverage increased network speed, capacity and efficiency to support the increased number of connected devices at home and at work.

*Industrial.* The combination of IoT devices with connectivity, [removed: computing and] [added: computing,] on-device [removed: AI] [added: AI, and power-optimized and precise location tracking] along with the cloud are helping to bring near real-time data and insights in industries such as retail, transportation, logistics, [removed: mining] [added: utilities] and energy.

This allows companies to gain new knowledge and insights about their products and services, manufacturing [added: and logistics] processes and more, which [removed: should] [added: can] help to transform, optimize and innovate their business.

The worldwide demand for wireless devices, data services and applications requires continuous innovation to improve the user experiences, support new services, [added: expand on-device processing and AI capabilities at low power, and] increase [removed: network capacity, make use of different frequency bands] [added: wireless connectivity capacity] and [removed: allow for dense network deployments.][added: performance.]

To meet these requirements, different [removed: wireless communications] [added: foundational] technologies [added: including wireless communications, multimedia, location and computing,] continue to evolve.

We have a long history of investing heavily in research and development and have developed [added: many of these] foundational [removed: technologies, including CDMA and OFDMA,] [added: technologies] that help drive the continued evolution of the wireless industry.

[removed: As a result, we] [added: We] have [added: also] developed and acquired (and continue to develop and acquire) significant related intellectual property.

LTE is designed to seamlessly interwork with 3G technologies through multimode [removed: devices.][added: devices, and can use bandwidths of 20 MHz or more through aggregation.]

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

The first 5G [removed: standard] [added: specification, 3GPP Release 15,] was initially completed in 2018.

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 [removed: 5GC] [added: 5G Core] standards.

[removed: Subsequent to] [added: Following] the initial specification of 5G in 3GPP Release 15, [removed: the] 3GPP [removed: has] completed two additional releases.

Release 18, which [removed: is now] [added: remains] 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 continue to play a leading role in the evolution of the 802.11 family of standards with the development of the new 802.11be standard, [removed: which is expected to be] known as Wi-Fi 7.

Intelligent Computing. Advancements in processor technologies have enabled distribution of complex workloads across the network, with more computing done in edge devices where data is generated.

Given the proximity to raw data, edge computing allows for more intelligent processing, reducing response time, improving privacy and security, and enabling greater personalization.

With increased processing power, mobile is becoming a pervasive AI platform, with complex large generative AI algorithms running on-device, enabling on-demand and contextual AI use cases.

As 5G wireless connectivity complements on-device generative AI, edge devices enable enhanced productivity use cases, while intelligently processing and sharing data with cloud-based applications as needed.

Building on the smartphone foundation and the scale of mobile, we envision generative AI becoming ubiquitous, expanding beyond smartphones into industries and applications such as compute, IoT, XR and automotive.

Complex large language models (LLMs), large vision models (LVMs) and other generative AI models that can generate new content, are beginning to change the landscape of the consumer user experience.

LLMs (e.g., GPT-4 and Llama2) are useful for text-based natural language processing applications such as answering queries, document summarization and creation, while LVMs (e.g., Stable Diffusion and ControlNet) are useful for image and video processing.

They are disrupting traditional methods of search, content creation, recommendation systems and personalized digital assistants, offering significant enhancements in consumer utility and productivity.

We believe that a variety of innovative enterprise and consumer use cases will emerge from generative AI, especially as LLMs and LVMs are run on-device ingesting multiple modalities (such as text, voice, camera, infrared, RADAR and LiDAR sensors) and bring in the benefits of immediacy, privacy, security and personalization to consumers.

Consumer Demand for Smartphones. For calendar year 2023, we estimate that consumer demand for 3G, 4G, and 5G handset volumes will decrease by a mid to high-single digit percentage relative to calendar year 2022.

Such expected decline in demand is primarily driven by weakness in the macroeconomic environment (which has negatively impacted consumer demand for smartphones).

IoT. Industry demand for IoT devices continued to grow across consumer, edge networking and industrial applications in fiscal 2023; however, as a result of the current macroeconomic environment the growth rate slowed compared to prior projections and elevated channel inventory lowered demand for semiconductors from multiple industries within IoT in fiscal 2023.

As a result, we have developed and commercialized leading edge chipset platforms for mobile, automotive and IoT.

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

Wi-Fi 7 introduces enhanced speeds, latency and network capacity plus support for advanced features like 320MHz channels, standardizing the advanced modulation scheme 4K QAM (Quadrature Amplitude Modulation), and advanced multi-link implementations such as High Band Simultaneous Multi-Link to deliver optimal performance.

Both Wi-Fi 6 and Wi-Fi 7 generation implementations can achieve significant benefits from the global trend towards increased availability of license exempt spectrum in the 6GHz frequency band.

*On-device AI.* Our fundamental research and comprehensive approach to AI helps enable us to be a leader in on-device AI solutions.

The Qualcomm® AI Engine, featured in our Snapdragon platforms and many of our other products provides high-performance on-device AI solutions at extremely low power to support complex use cases, while enhancing privacy and security.

The Qualcomm® AI Stack is a unified AI software portfolio designed to help developers optimize and deploy AI models quickly using our chipset solutions by supporting AI frameworks and runtimes, developer libraries, system software and popular operating systems.

Acquisitions and Divestitures.”

Our Qualcomm® Hexagon™ NPUs are designed to support a variety of AI processing tasks for superior performance-per-watt.

Our suppliers also are responsible for the

Certain products may also have a fixed royalty amount per unit.

We conduct broad, leading research and development across AI, including generative AI, from fundamental research to platform and applied research, with the goal of advancing its core capabilities (i.e., perception, reasoning and action), and scaling them across industries and use cases.

With investments made in AI for over a decade, our research is diverse, and we are focused on power efficiency and personalization to make AI seamless across our everyday experiences.

We are focused on making it easier for developers to design and deploy their applications on our platforms across multiple device categories and industries as a part of our diversification strategy.

The Governance Committee of our Board provides oversight on ESG matters not delegated to other Board committees, including ESG policies, programs and initiatives.

and Committee leadership, oversight, roles and responsibilities, and Director independence, tenure, refreshment and diversity.

During fiscal 2023, our voluntary turnover rate was less than 5%.

During the second half of fiscal 2023, in order to promote and facilitate the type of collaboration and innovation that is foundational to Qualcomm, we adjusted our onsite work policy to require most of our employees to be in the office the majority of their working time.

In 2023, we also added a new employee network to support Asian American and Pacific Islander employees.

We joined the Global Catalyst Community that helps organizations build workplaces that work for women with thought leadership and actionable solutions to advance women into leadership.

We are also endorsed as a great employer for women by Work180 and have been recognized by Avtar and Seramount as a Best Company for Women in India.

Additionally, our manager and employee forum programs provide

Mr. Amon has been a member of the board of directors of Adobe Inc. since October 2023.

President, APAC and India from May 2016 to December 2018, Vice President, QTI and President, APAC and India from December 2015 to May 2016 and Vice President, QTI and President, Qualcomm Japan from December 2014 to December 2015.

We have a long history of driving innovation.

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.

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

Since the first commercial 5G networks were launched in April 2019, 226 operators in more than 90 countries have commercially launched 5G, with more than 500 operators investing to deploy the technology as of September 30, 2022 (GSA, October 2022).

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

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

As of September 30, 2022, there were approximately 7.5 billion 3G/4G/5G connections globally, representing 88% of total mobile connections (GSMA Intelligence, October 2022).

By 2026, global 3G/4G/5G connections are projected to reach 8.7 billion, with approximately 86% of these connections in emerging regions and China (GSMA Intelligence, October 2022).

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: IoT. Demand for connected devices beyond smartphones continued to grow across consumer, edge networking and industrial applications in fiscal 2022, in part due to the expanded use cases enabled by 5G technologies.

The growth in IoT devices is an important catalyst in driving digital transformation across industries.

Most of the CDMA-based technologies 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).

The principal benefit of LTE is its ability to leverage a wide range of spectrum (bandwidths of up to 20 MHz or more through aggregation).

We continue to play a significant role in the further development and commercialization of LTE-based technologies.

- on-device AI features, including machine learning platforms and the application of AI and machine learning techniques to edge computing and other use cases;

Acquisitions.”

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

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

Our patents cover a wide range of technologies across the

We broadly provide per unit royalty caps that apply to certain categories of complete wireless devices, such as smartphones, tablets, laptops and smartwatches, and which provide for a maximum royalty amount payable per device.

For certain non-handset product categories, including automotive, we charge a fixed royalty amount per unit.

Separate and apart from licensing manufacturers of wireless devices and network equipment, we have entered into certain arrangements with competitors of our QCT segment.

A principal purpose of these arrangements is to provide our QCT segment and the counterparties certain freedom of operation with respect to each party’s integrated circuits business.

In every case, these agreements expressly reserve the right for QTL to seek royalties from the customers of such integrated circuit suppliers with respect to such suppliers’ customers’ sales of CDMA-based (including, but not limited to WCDMA-based) and OFDMA-based wireless devices into which such suppliers’ integrated circuits are incorporated.

We believe that our sustained investment in research and development has helped revolutionize the way people connect.

During fiscal 2022, the number of employees increased by approximately 6,000, primarily due to increases in engineering resources, including those hired through acquisitions.

During fiscal 2022, our voluntary turnover rate was less than 10%, lower than the technology industry benchmark, which is comprised of certain of our key competitors (Aon, 2022 Salary Increase and Turnover Study - Second Edition, September 2022).

For example, we partner with AnitaB.org to benchmark our progress and to identify promising practices for recruiting, retaining and advancing women technologists, and we support its research initiatives related to attracting and retaining women and underrepresented minority students in computing majors.

We have also publicly set 2025 goals around diverse workforce and leadership representation, as described below.

From a governance perspective, the HR and Compensation Committee of our Board provides oversight of our policies, programs and initiatives focusing on workforce diversity, equity and inclusion.

During the COVID-19 pandemic, we took a variety of measures that we determined were in the best interests of our employees, as well as the communities in which we operate, and we have recently implemented a “hybrid” work model, meaning that the majority of our employees have flexibility to work remotely at least some of the time.

The hybrid work model is intended to provide increased flexibility and support employee health and safety, while maintaining our strong culture of innovation, collaboration, openness and camaraderie.

We continue to monitor the state of the pandemic and gather additional feedback to facilitate the continued health, safety and wellness of our employees working onsite.

We also introduced our Live+Well, Work+Well program, designed to help cultivate a productive work environment, while also focusing on our employees’ well-being.

employee assistance programs, tuition assistance, and on-site services such as health centers and fitness centers, among others.

For the fiscal year ended September [removed: 25, 2022][added: 24, 2023]

| Common stock, $0.0001 par value | | | QCOM | | | [added: The] Nasdaq Stock Market [added: LLC] | | |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company or an emerging growth company.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at March [removed: 27, 2022] [added: 24, 2023] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $177.1] [added: $138.9] billion, based upon the closing price of the registrant’s common stock on that date as reported on the NASDAQ Global Select Market.

The number of shares outstanding of the registrant’s common stock was [removed: 1,121] [added: 1,113] million at October [removed: 31, 2022.][added: 30, 2023.]

Portions of the registrant’s Definitive Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed with the Commission subsequent to the date hereof, are incorporated by reference into Part III of this Annual Report where indicated.

| For the Fiscal Year Ended September [removed: 25, 2022] [added: 24, 2023] | | | | | |

| | | | [Risk Factors [removed: Summary](#i9ad6dd4fe99344baa66ed135956810b0_10)] [added: Summary](#i57f6c49b29cd4e6996f8c5a8c66d5d80_10)] | | | [removed: [4](#i9ad6dd4fe99344baa66ed135956810b0_10)] [added: [4](#i57f6c49b29cd4e6996f8c5a8c66d5d80_10)] | | |

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[removed: *•We] [added: - *We] derive a significant portion of our revenues from a small number of customers and licensees, and particularly from their sale of premium tier [added: handset] devices.

[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 [removed: operations, financial condition] [added: operations] or [added: financial condition;] research and development or technology investments; new or enhanced products, services or technologies; emerging industries or business models; design wins or product launches; industry, market or technology trends, dynamics or transitions; our expectations regarding future demand or supply conditions or macroeconomic factors; strategic investments or acquisitions, and the anticipated timing or benefits thereof; [added: cost reduction initiatives, associated restructuring charges and the anticipated timing thereof;] legal or regulatory matters; U.S./China trade or national security tensions; vertical integration by our customers; competition; and other statements regarding matters that are not historical are also forward-looking statements.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i57f6c49b29cd4e6996f8c5a8c66d5d80_13) | | | | | | | | |

| [Item 1](#i57f6c49b29cd4e6996f8c5a8c66d5d80_2406)[C](#i57f6c49b29cd4e6996f8c5a8c66d5d80_2406)[.](#i57f6c49b29cd4e6996f8c5a8c66d5d80_2406) | | | [Cybersecurity](#i57f6c49b29cd4e6996f8c5a8c66d5d80_2406) | | | [37](#i57f6c49b29cd4e6996f8c5a8c66d5d80_70) | | |

| [PART II](#i57f6c49b29cd4e6996f8c5a8c66d5d80_79) | | | | | | | | |

| [PART III](#i57f6c49b29cd4e6996f8c5a8c66d5d80_148) | | | | | | | | |

| [PART IV](#i57f6c49b29cd4e6996f8c5a8c66d5d80_166) | | | | | | | | |

*•We may not be able to attract or retain qualified employees.*

*•Geopolitical conflicts, natural disasters, pandemics and other health crises, and other factors outside of our control, could significantly disrupt our business.*

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

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

| [PART III](#i9ad6dd4fe99344baa66ed135956810b0_145) | | | | | | | | |

| [PART IV](#i9ad6dd4fe99344baa66ed135956810b0_163) | | | | | | | | |

*•We may not be able to attract and retain qualified employees, and our attempts to operate under a hybrid work model may not be successful.*

*•The COVID-19 pandemic, or a similar health crisis, may impact our business or results of operations in the future.*

Not applicable.

At September [removed: 25, 2022,] [added: 24, 2023,] we occupied the following facilities (square footage in millions):

| Leased facilities | | | 0.8 | | | | | | [removed: 6.7] [added: 7.1] | | | | | | [removed: 7.5] [added: 7.9] | | |

We also operate [added: owned and] leased manufacturing facilities in China, Germany and Singapore, and we own and lease properties around the world for use as sales and administrative offices and research and development centers, primarily in the United States, India and China.

Our facility leases expire at varying dates through [removed: 2032,] [added: 2038,] not including renewals that are at our option.

Several other owned and leased facilities are under construction totaling approximately [removed: 2.3] [added: 1.6] million additional square feet, primarily related to the construction of new facilities in India.

| Owned facilities | | | 4.5 | | | | | | 1.2 | | | | | | 5.7 | | |

| Total | | | 5.3 | | | | | | 8.3 | | | | | | 13.6 | | |

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

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

Our common stock is traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “QCOM.” At October [removed: 31, 2022,] [added: 30, 2023,] there were [removed: 6,349] [added: 6,124] holders of record of our common stock.

Our purchases of our [removed: equity securities] [added: common stock] in the fourth quarter of fiscal [removed: 2022] [added: 2023] were:

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

At September [removed: 25, 2022, $8.1] [added: 24, 2023, $5.1] billion remained authorized for repurchase.

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 [removed: 25, 2022.][added: 24, 2023.]

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 [removed: 24, 2017] [added: 30, 2018] and that all dividends were reinvested.

[removed: ][added: ]

| June 26, 2023 to July 23, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 5,547 | |

| July 24, 2023 to August 20, 2023 | | | — | | | | | | — | | | | | | — | | | | | | 5,547 | | |

| August 21, 2023 to September 24, 2023 | | | 3,538 | | | | | | 113.04 | | | | | | 3,538 | | | | | | 5,147 | | |

| Total | | | 3,538 | | | | | | | | | | | | 3,538 | | | | | | | | |

| 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 | | | | | | | | |

Unregistered Sales of Equity Securities

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 Nuvia and certain affiliated entities of such founders from time to time upon the satisfaction of certain conditions.

During the quarter ended September 25, 2022, we issued an aggregate of 106,425 additional shares of our common stock to the founders of Nuvia and their affiliates, each of whom had advised us that he or such entity was an accredited investor.

These shares were issued in transactions not involving a public offering pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.

The information required by this item is included in this Annual Report on pages F-1 through [removed: F-31.][added: F-29.]

Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of September [removed: 25, 2022.][added: 24, 2023.]

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: 25, 2022,] [added: 24, 2023,] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended September 24, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

None.

The information required by this item regarding directors is incorporated by reference to our [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC in connection with our [removed: 2023] [added: 2024] Annual Meeting of Stockholders [removed: (2023] [added: (2024] Proxy Statement) in “Proposal 1: Election of Directors” under the heading “Nominees for Election.” Certain information required by this item regarding executive officers is set forth in Item 1 of Part I of this 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: 2023] [added: 2024] 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 Attendance.”

The information required by this item is incorporated by reference to our [removed: 2023] [added: 2024] Proxy Statement in the section titled “Executive Compensation and Related Information” under the [removed: headings] [added: heading] “Compensation Discussion and Analysis,” [added: in the sections titled] “HR and Compensation Committee [removed: Report” and] [added: Report,”] “Compensation Tables and Narrative [removed: Disclosures,” in the section titled] [added: Disclosures” and] “Director [removed: Compensation”] [added: Compensation,”] and in the section titled “Stock Ownership of Certain Beneficial Owners and Management” under the heading “Compensation Committee Interlocks and Insider Participation.”

The information required by this item is incorporated by reference to our [removed: 2023] [added: 2024] Proxy Statement in the section titled “Stock Ownership of Certain Beneficial Owners and Management” and in “Proposal [removed: 3”] [added: 4”] under the heading “Equity Compensation Plan Information.”

The information required by this item is incorporated by reference to our [removed: 2023] [added: 2024] Proxy Statement in the section titled “Certain Relationships and Related-Person Transactions” and in the section titled “Corporate Governance” under the headings “Director Independence” and “Board Meetings, Committees and Attendance.”

The information required by this item is incorporated by reference to our [removed: 2023] [added: 2024] Proxy Statement in “Proposal 2: Ratification of Selection of Independent Public Accountants.”

| (1) Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | | | | | | [removed: [F-1](#i9ad6dd4fe99344baa66ed135956810b0_178)] [added: [F-1](#i57f6c49b29cd4e6996f8c5a8c66d5d80_181)] | | | | | | | | |

| Consolidated Balance Sheets at September [removed: 25, 2022] [added: 24, 2023] and September [removed: 26, 2021] [added: 25, 2022] | | | | | | [removed: [F-](#i9ad6dd4fe99344baa66ed135956810b0_181)3] [added: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_184)3] | | | | | | | | |

| Consolidated Statements of Operations for Fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | | | | [removed: [F-](#i9ad6dd4fe99344baa66ed135956810b0_184)4] [added: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_187)4] | | | | | | | | |

| Consolidated Statements of Comprehensive Income for Fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | | | | [removed: [F-](#i9ad6dd4fe99344baa66ed135956810b0_187)5] [added: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_190)5] | | | | | | | | |

| Consolidated Statements of Cash Flows for Fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | | | | [removed: [F-](#i9ad6dd4fe99344baa66ed135956810b0_190)6] [added: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_193)6] | | | | | | | | |

| Consolidated Statements of Stockholders’ Equity for Fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | | | | [removed: [F-](#i9ad6dd4fe99344baa66ed135956810b0_196)7] [added: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_199)7] | | | | | | | | |

| Notes to Consolidated Financial Statements | | | | | | [removed: [F-](#i9ad6dd4fe99344baa66ed135956810b0_199)8] [added: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_202)8] | | | | | | | | |

| (2) Schedule II - Valuation and Qualifying Accounts for Fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | | | | [removed: [S-1](#i9ad6dd4fe99344baa66ed135956810b0_250)] [added: [S-1](#i57f6c49b29cd4e6996f8c5a8c66d5d80_253)] | | | | | | | | |

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of [removed: January 12,] [added: October 4,] 2021, [added: by and] among [removed: Qualcomm Technologies, Inc., Nile Acquisition Corporation] [added: QUALCOMM Incorporated, SSW HoldCo LP, SSW Merger Sub Corp] and [removed: NuVia,] [added: Veoneer,] Inc. [removed: (1)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000009/nile-mergeragreement.htm)] [added: (1)](http://www.sec.gov/Archives/edgar/data/804328/000110465921122578/tm2129124d1_ex2-1.htm)] | | | | | | 8-K | | | | | | [removed: 1/13/2021] [added: 10/4/2021] | | | | | | 2.1 | | | | | | | | |

| 3.2 | | | | | | [Amended and Restated [removed: Bylaws](http://www.sec.gov/Archives/edgar/data/804328/000172894921000055/ex-32amendedandrestatedbyl.htm).] [added: Bylaws.](http://www.sec.gov/Archives/edgar/data/804328/000080432823000033/ex-32amendedandrestatedbyl.htm)] | | | | | | 8-K | | | | | | [removed: 7/23/2021] [added: 7/21/2023] | | | | | | 3.2 | | | | | | | | |

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

| 4.7 | | | | | | [Form of [removed: Floating Rate] [added: 2.900%] Notes due [removed: 2023.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex45.htm)] [added: 2024.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex49.htm)] | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | [removed: 4.5] [added: 4.9] | | | | | | | | |

| 4.8 | | | | | | [Form of [removed: 2.600%] [added: 3.250%] Notes due [removed: 2023.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex48.htm)] [added: 2027.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex410.htm)] | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | [removed: 4.8] [added: 4.10] | | | | | | | | |

| 4.9 | | | | | | [Form of [removed: 2.900%] [added: 4.300%] Notes due [removed: 2024.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex49.htm)] [added: 2047.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex411.htm)] | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | [removed: 4.9] [added: 4.11] | | | | | | | | |

| [removed: 4.10] [added: 4.12] | | | | | | [Form of 3.250% Notes due [removed: 2027.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex410.htm)] [added: 2050.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-4.htm)] | | | | | | 8-K | | | | | | [removed: 5/31/2017] [added: 5/11/2020] | | | | | | [removed: 4.10] [added: 4.4] | | | | | | | | |

| 4.11 | | | | | | [Form of [removed: 4.300%] [added: 2.150%] Notes due [removed: 2047.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex411.htm)] [added: 2030.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-3.htm)] | | | | | | 8-K | | | | | | [removed: 5/31/2017] [added: 5/11/2020] | | | | | | [removed: 4.11] [added: 4.3] | | | | | | | | |

| [removed: 4.12] [added: 4.10] | | | | | | [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: 4.13] [added: 4.14] | | | | | | [Form of [removed: 2.150%] [added: 1.300% Rule 144A Global] Notes due [removed: 2030.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-3.htm)] [added: 2028.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-3.htm)] | | | | | | 8-K | | | | | | [removed: 5/11/2020] [added: 8/18/2020] | | | | | | 4.3 | | | | | | | | |

| [removed: 4.14] [added: 4.21] | | | | | | [Form of [removed: 3.250%] [added: 4.500%] Notes due [removed: 2050.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-4.htm)] [added: 2052.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-4.htm)] | | | | | | 8-K | | | | | | [removed: 5/11/2020] [added: 5/9/2022] | | | | | | 4.4 | | | | | | | | |

| [removed: 4.15] [added: 4.13] | | | | | | [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: 4.16] [added: 4.15] | | | | | | [Form of [removed: 1.300%] [added: 1.650%] Rule 144A Global Notes due [removed: 2028.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-3.htm)] [added: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-5.htm)] | | | | | | 8-K | | | | | | 8/18/2020 | | | | | | [removed: 4.3] [added: 4.5] | | | | | | | | |

| [removed: 4.17] [added: 4.18] | | | | | | [Form of 1.650% [removed: Rule 144A Global] Notes due [removed: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-5.htm)] [added: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex425.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 8/18/2020] [added: 2/3/2021] | | | | | | [removed: 4.5] [added: 4.25] | | | | | | | | |

| [removed: 4.18] [added: 4.16] | | | | | | [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 | | | | | | 2/3/2021 | | | | | | 4.23 | | | | | | | | |

| [removed: 4.19] [added: 4.17] | | | | | | [Form of 1.300% Notes due 2028.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex424.htm) | | | | | | 10-Q | | | | | | 2/3/2021 | | | | | | 4.24 | | | | | | | | |

| 4.20 | | | | | | [Form of [removed: 1.650%] [added: 4.250%] Notes due [removed: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex425.htm)] [added: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-3.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 2/3/2021] [added: 5/9/2022] | | | | | | [removed: 4.25] [added: 4.3] | | | | | | | | |

| [removed: 4.21] [added: 4.19] | | | | | | [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 | | | | | | | | |

| [removed: 4.22] [added: 4.23] | | | | | | [Form of [removed: 4.250%] [added: 5.400%] Notes due [removed: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-3.htm)] [added: 2033.](http://www.sec.gov/Archives/edgar/data/804328/000110465922116535/tm2230101d1_ex4-3.htm)] | | | | | | 8-K | | | | | | [removed: 5/9/2022] [added: 11/9/2022] | | | | | | 4.3 | | | | | | | | |

| [removed: 4.23] [added: 4.24] | | | | | | [Form of [removed: 4.500%] [added: 6.000%] Notes due [removed: 2052.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-4.htm)] [added: 2053.](http://www.sec.gov/Archives/edgar/data/804328/000110465922116535/tm2230101d1_ex4-4.htm)] | | | | | | 8-K | | | | | | [removed: 5/9/2022] [added: 11/9/2022] | | | | | | 4.4 | | | | | | | | |

| [removed: 4.24] [added: 4.25] | | | | | | [Description of registrant’s securities.](https://www.sec.gov/Archives/edgar/data/804328/000172894919000072/qcom092919ex415.htm) | | | | | | 10-K | | | | | | 11/6/2019 | | | | | | 4.15 | | | | | | | | |

| 10.1 | | | | | | [Credit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm)[,] [added: Agreement,] dated as of December 8, [removed: 2020,](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm) [among] [added: 2020, among] QUALCOMM Incorporated, the lenders party thereto, the letter of credit issuers party thereto and Bank of America, N.A., 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)[.](http://www.sec.gov/Archives/edgar/data/804328/000110465920134200/tm2038119d1_ex10-1.htm)] [added: issuer (as amended by the LIBOR Transition Amendment dated as of December 21, 2021 and as further amended by Amendment No. 2 dated as of March 10, 2023).](http://www.sec.gov/Archives/edgar/data/804328/000080432823000023/qcom032623ex101.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 12/10/2020] [added: 5/3/2023] | | | | | | 10.1 | | | | | | | | |

| [removed: 10.5] [added: 10.2] | | | | | | [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: 10.6] [added: 10.3] | | | | | | [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: 10.7] [added: 10.4] | | | | | | [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: 10.8] [added: 10.10] | | | | | | [Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Performance Stock Unit Award [removed: RTSR Shares] Grant Notice and [removed: ROIC Shares Grant Notice, and Qualcomm Incorporated 2016 Long-Term Incentive Plan] Executive Performance Stock Unit Award Agreement [removed: (September 30, 2019 - September 25, 2022 Performance Period). (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894919000072/qcom092919ex1029.htm)] [added: (2022 Form). (2)](http://www.sec.gov/Archives/edgar/data/804328/000080432823000006/qcom122522ex1023.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 11/6/2019] [added: 2/2/2023] | | | | | | [removed: 10.29] [added: 10.23] | | | | | | | | |

| [removed: 10.9] [added: 10.6] | | | | | | [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 | | | | | | | | |

| [removed: 10.10] [added: 10.7] | | | | | | [Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Restricted Stock Unit Grant Notice and Executive Restricted Stock Unit Agreement (2020 Form). (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex1020.htm) | | | | | | 10-Q | | | | | | 2/3/2021 | | | | | | 10.20 | | | | | | | | |

| [removed: 10.11] [added: 10.8] | | | | | | [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)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000076/qcom092621ex1022.htm) | | | | | | 10-K | | | | | | 11/3/2021 | | | | | | 10.22 | | | | | | | | |

| [removed: 10.12] [added: 10.9] | | | | | | [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)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000076/qcom092621ex1023.htm) | | | | | | 10-K | | | | | | 11/3/2021 | | | | | | 10.23 | | | | | | | | |

| [removed: 10.13] [added: 10.12] | | | | | | [Form [removed: of 2022 Annual Cash] [added: of](http://www.sec.gov/Archives/edgar/data/804328/000080432823000006/qcom122522ex1025.htm) [20](http://www.sec.gov/Archives/edgar/data/804328/000080432823000006/qcom122522ex1025.htm)[23](http://www.sec.gov/Archives/edgar/data/804328/000080432823000006/qcom122522ex1025.htm) [Annual](http://www.sec.gov/Archives/edgar/data/804328/000080432823000006/qcom122522ex1025.htm) [Cash] Incentive Plan Performance Unit [removed: Agreement (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894922000012/qcom12262021ex1026.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/804328/000080432823000006/qcom122522ex1025.htm)[.](http://www.sec.gov/Archives/edgar/data/804328/000080432823000006/qcom122522ex1025.htm)[(2)](http://www.sec.gov/Archives/edgar/data/804328/000080432823000006/qcom122522ex1025.htm)] | | | | | | 10-Q | | | | | | [removed: 2/2/2022] [added: 2/2/2023] | | | | | | [removed: 10.26] [added: 10.25] | | | | | | | | |

| [removed: 10.14] [added: 10.13] | | | | | | [Qualcomm Incorporated Executive Officer Change in Control Severance Plan (as amended and restated). [removed: (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894921000066/qcom062721ex1011.htm)] [added: (2)](http://www.sec.gov/Archives/edgar/data/804328/000080432823000023/qcom032623ex1014.htm)] | | | | | | 10-Q | | | | | | [removed: 7/28/2021] [added: 5/3/2023] | | | | | | [removed: 10.11] [added: 10.14] | | | | | | | | |

| 4.22 | | | | | | [Officers’ Certificate, dated November 9, 2022, for the 5.400% Notes due 2033 and the 6.000% Notes due 2053.](http://www.sec.gov/Archives/edgar/data/804328/000110465922116535/tm2230101d1_ex4-2.htm) | | | | | | 8-K | | | | | | 11/9/2022 | | | | | | 4.2 | | | | | | | | |

| 10.5 | | | | | | [QUALCOMM Incorporated 2023 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/804328/000080432823000023/qcom032623ex1026.htm)[.](http://www.sec.gov/Archives/edgar/data/804328/000080432823000023/qcom032623ex1026.htm) [(2)](http://www.sec.gov/Archives/edgar/data/804328/000080432823000023/qcom032623ex1026.htm) | | | | | | 10-Q | | | | | | 05/3/2023 | | | | | | 10.26 | | | | | | | | |

| 10.11 | | | | | | [Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Restricted Stock Unit Award Grant Notice and Executive Restricted Stock Unit Award Agreement (2022 Form). (2)](http://www.sec.gov/Archives/edgar/data/804328/000080432823000006/qcom122522ex1024.htm) | | | | | | 10-Q | | | | | | 2/2/2023 | | | | | | 10.24 | | | | | | | | |

| 10.17 | | | | | | [A](https://www.sec.gov/Archives/edgar/data/804328/000080432823000055/qcom092423ex1017.htm)[mendment No. 1 to the Qualcomm Incorporated Non-Qualified Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/804328/000080432823000055/qcom092423ex1017.htm)[. (2)](https://www.sec.gov/Archives/edgar/data/804328/000080432823000055/qcom092423ex1017.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.23 | | | | | | [Forms of Non-Employee Director Deferred Stock Unit Grant Notices and Non-Employee Director Deferred Stock Unit Agreements under the 2023 Long-Term Incentive Plan for Non-Employee Directors in Hong Kong. (2)](http://www.sec.gov/Archives/edgar/data/804328/000080432823000023/qcom032623ex1028.htm) | | | | | | 10-Q | | | | | | 5/3/2023 | | | | | | 10.28 | | | | | | | | |

| 97 | | | | | | [Incentive Compensation Repaymen](https://www.sec.gov/Archives/edgar/data/804328/000080432823000055/qcom092423ex97.htm)[t Policy (](https://www.sec.gov/Archives/edgar/data/804328/000080432823000055/qcom092423ex97.htm)[Policy Relating to Recovery of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/804328/000080432823000055/qcom092423ex97.htm)[)](https://www.sec.gov/Archives/edgar/data/804328/000080432823000055/qcom092423ex97.htm)[.](https://www.sec.gov/Archives/edgar/data/804328/000080432823000055/qcom092423ex97.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2.2 | | | | | | [Agreement and Plan of Merger, dated as of October 4, 2021, by and among QUALCOMM Incorporated, SSW HoldCo LP, SSW Merger Sub Corp and Veoneer, Inc. (1)](http://www.sec.gov/Archives/edgar/data/804328/000110465921122578/tm2129124d1_ex2-1.htm) | | | | | | 8-K | | | | | | 10/4/2021 | | | | | | 2.1 | | | | | | | | |

| 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 | | | | | | | | |

| 10.3 | | | | | | [Investment and Separation Matters Agreement, dated as of October 4, 2021, by and among QUALCOMM Incorporated, SSW HoldCo LP and SSW Merger Sub Corp. (1)](http://www.sec.gov/Archives/edgar/data/804328/000110465921122578/tm2129124d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10/4/2021 | | | | | | 10.1 | | | | | | | | |

| 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 | | | | | | | | |

| November [removed: 2, 2022] [added: 1, 2023] | | | By | | | /s/ Cristiano R. Amon | | | | | |

| /s/ Cristiano R. Amon | | | | | | President and Chief Executive Officer, and Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Akash Palkhiwala | | | | | | Chief Financial Officer | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ [removed: Erin Polek] [added: Neil Martin] | | | | | | Senior Vice President, [removed: Corporate Controller] [added: Finance] and Chief Accounting Officer | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| [removed: Erin Polek] [added: Neil Martin] | | | | | | (Principal Accounting Officer) | | | | | | | | |

| /s/ Sylvia Acevedo | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Mark Fields | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Jeffrey W. Henderson | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Gregory N. Johnson | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Ann M. Livermore | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Mark D. McLaughlin | | | | | | Chair of the Board | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Jamie S. Miller | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Irene B. Rosenfeld | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Kornelis (Neil) Smit | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Jean-Pascal Tricoire | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

| /s/ Anthony J. Vinciquerra | | | | | | Director | | | | | | November [removed: 2, 2022] [added: 1, 2023] | | |

We have audited the accompanying consolidated balance sheets of QUALCOMM Incorporated and its subsidiaries (the “Company”) as of September [removed: 25, 2022] [added: 24, 2023] and September [removed: 26, 2021,] [added: 25, 2022,] 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: 25, 2022,] [added: 24, 2023,] 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: 25, 2022,] [added: 24, 2023,] 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: 25, 2022] [added: 24, 2023] and September [removed: 26, 2021,] [added: 25, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 25, 2022] [added: 24, 2023] 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: 25, 2022,] [added: 24, 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 1 and 2 to the consolidated financial statements, the Company’s QCT segment, which recorded revenues of [removed: $37.7] [added: $30.4] billion in fiscal [removed: 2022,] [added: 2023,] 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.

The principal considerations for our determination that performing procedures relating to revenue recognition of QCT customer incentive arrangements is a critical audit matter are [removed: the significant audit] [added: a high degree of auditor] effort in performing procedures and evaluating audit evidence obtained related to the completeness and accuracy of reductions to [removed: QCT] revenues [removed: recognized.][added: and accruals for QCT customer incentives arrangements recorded in the consolidated financial statements.]

These procedures included testing the effectiveness of controls relating to management’s review of and accounting for 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: 2022] [added: 2023] and accruals for [added: QCT] customer incentive arrangements as of the balance sheet date.

| | | | [added: | | | | | | | | | | | | | | | | | | | | |] September [added: 24, 2023 | | | | | | September] 25, 2022 | | | | | | September 26, 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 2,773] [added: 8,450] | | | | | $ | [removed: 7,116] [added: 2,773] | |

| Marketable securities | | | [removed: 3,609] [added: 2,874] | | | | | | [removed: 5,298] [added: 3,609] | | |

| Accounts receivable, net | | | [removed: 5,643] [added: 3,183] | | | | | | [removed: 3,579] [added: 5,643] | | |

| Inventories | | | [removed: 6,341] [added: 6,422] | | | | | | [removed: 3,228] [added: 6,341] | | |

| Held for sale assets | | | [removed: 733] [added: 341] | | | | | | [removed: —] [added: 733] | | |

| Other current assets | | | [removed: 1,625] [added: 1,194] | | | | | | [removed: 854] [added: 1,625] | | |

| Total current assets | | | [removed: 20,724] [added: 22,464] | | | | | | [removed: 20,075] [added: 20,724] | | |

| Deferred tax assets | | | [removed: 1,803] [added: 3,310] | | | | | | [removed: 1,591] [added: 1,803] | | |

| Property, plant and equipment, net | | | [removed: 5,168] [added: 5,042] | | | | | | [removed: 4,559] [added: 5,168] | | |

| Goodwill | | | [removed: 10,508] [added: 10,642] | | | | | | [removed: 7,246] [added: 10,508] | | |

| Other intangible assets, net | | | [removed: 1,882] [added: 1,408] | | | | | | [removed: 1,458] [added: 1,882] | | |

| Held for sale assets | | | [removed: 1,200] [added: 88] | | | | | | [removed: —] [added: 1,200] | | |

| Other assets | | | [removed: 7,729] [added: 8,086] | | | | | | [removed: 6,311] [added: 7,729] | | |

| Total assets | | | $ | [removed: 49,014] [added: 51,040] | | | | | $ | [removed: 41,240] [added: 49,014] | |

| Trade accounts payable | | | $ | [removed: 3,796] [added: 1,912] | | | | | $ | [removed: 2,750] [added: 3,796] | |

| Payroll and other benefits related liabilities | | | [removed: 1,486] [added: 1,685] | | | | | | [removed: 1,531] [added: 1,486] | | |

November 1, 2023

| Discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | (0.10) | | | | | | (0.04) | | | | | | — | | |

| Indefinite and long-lived asset impairment charges | | | 182 | | | | | | 2 | | | | | | 5 | | |

| Proceeds from sales of property, plant and equipment | | | 127 | | | | | | 5 | | | | | | 3 | | |

| Net cash provided (used) by investing activities from discontinued operations | | | 1,383 | | | | | | (16) | | | | | | — | | |

| Net cash (used) provided by financing activities from discontinued operations | | | (58) | | | | | | 4 | | | | | | — | | |

| Net income | | | 7,232 | | | | | | 12,936 | | | | | | 9,043 | | |

| | | | $ | 5,149 | | | | | $ | 7,707 | |

| | | | September 24, 2023 | | | | | | September 25, 2022 | | |

| Other | | | 484 | | | | | | 386 | | |

| | | | $ | 5,149 | | | | | $ | 7,707 | |

Other investments included in Level 3 are comprised of convertible debt instruments issued by private companies.

inventory on hand.

satisfied.

Certain products may also have a fixed royalty amount per unit.

For the periods presented, no significant reversals of revenues

appeals or litigation processes, if any.

2022.

| | | | September 24, 2023 | | | | | | September 25, 2022 | | |

| | | | $ | 3,183 | | | | | $ | 5,643 | |

| | | | September 24, 2023 | | | | | | September 25, 2022 | | |

| | | | $ | 6,422 | | | | | $ | 6,341 | |

| | | | September 24, 2023 | | | | | | September 25, 2022 | | |

| | | | 12,710 | | | | | | 11,770 | | |

| | | | $ | 5,042 | | | | | $ | 5,168 | |

| Balance at September 24, 2023 (1) | | | | | | $ | 9,909 | | | | | $ | 733 | | | | | | | | | | | $ | 10,642 | |

| | | | September 24, 2023 | | | | | | | | | | | | | | | | | | September 25, 2022 | | | | | | | | | | | | | | |

| | | | $ | 4,362 | | | | | $ | (2,954) | | | | | 11 | | | | | | $ | 5,607 | | | | | $ | (3,725) | | | | | 10 | | |

| | | | September 24, 2023 | | | | | | September 25, 2022 | | |

| | | | $ | 1,236 | | | | | $ | 1,294 | |

| | | | September 24, 2023 | | | | | | September 25, 2022 | | |

| Other | | | 953 | | | | | | 1,176 | | |

| | | | $ | 4,491 | | | | | $ | 3,689 | |

Beginning in the first quarter of fiscal 2023, QCT RFFE (radio frequency front-end) revenues, which were previously presented as a separate revenue stream, are now included within our Handsets, Automotive and internet of things (IoT) revenue streams as applicable.

Prior period information has been recast to reflect this change.

This change aligns with changes made to our internal reporting of revenues.

We believe this change provides a more meaningful presentation in understanding QCT revenues going forward, as we expect RFFE revenues to correspond with trends in Handsets, Automotive and IoT (as applicable) and is more consistent with how our revenue diversification is viewed externally.

| Handsets (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 22,570 | | | | | $ | 28,815 | | | | | $ | 20,475 | |

| Automotive (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,872 | | | | | | 1,509 | | | | | | 1,110 | | |

| IoT (internet of things) (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,940 | | | | | | 7,353 | | | | | | 5,434 | | |

November 2, 2022

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The cash flows associated with such derivative instruments not designated as hedging instruments are classified as cash flows from operating activities in the consolidated statements of cash flows, which is the same category as the hedged transaction.

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

| British pound sterling | | | $ | 172 | | | | | $ | 83 | |

| Euro | | | 206 | | | | | | — | | |

| Japanese yen | | | 8 | | | | | | 27 | | |

Other Hedging Activities. At September 25, 2022 and September 26, 2021, we designated $235 million and $1.5 billion, respectively, of foreign currency-denominated liabilities, excluding accrued interest, related to the fine(s) imposed by the European Commission as hedges of our net investment in certain foreign subsidiary(ies).

Gains and losses arising from the portion of these balances that are designated as net investment hedges are recorded as a component of accumulated other comprehensive income (loss) as foreign currency translation adjustments.

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.

Other investments included in Level 3 are comprised of contingently issuable equity instruments and warrants issued in connection with certain mergers and initial public offerings of

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

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.

For intangible assets acquired in a nonmonetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred.

We broadly provide per unit royalty caps that apply to certain categories of complete wireless devices, such as smartphones, tablets, laptops and smartwatches, and provide for a maximum royalty amount payable per device.

are generally not recognized until such time that the required conditions are met.

| Customer/licensee (z) | | | * | | | | | | * | | | | | | 10 | | |

the RSUs are assumed.

While we believe we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes.

Therefore, the actual liability for U.S. or foreign

| | | | $ | 5,643 | | | | | $ | 3,579 | |

| | | | $ | 6,341 | | | | | $ | 3,228 | |

| | | | 11,770 | | | | | | 10,454 | | |

| | | | $ | 5,168 | | | | | $ | 4,559 | |

| Balance at September 27, 2020 | | | | | | $ | 5,605 | | | | | $ | 718 | | | | | | | | | | | $ | 6,323 | |

| Acquisitions | | | | | | 912 | | | | | | 5 | | | | | | | | | | | | 917 | | |

| | | | $ | 5,607 | | | | | $ | (3,725) | | | | | 10 | | | | | | $ | 5,478 | | | | | $ | (4,020) | | | | | 11 | | |

| | | | $ | 1,294 | | | | | $ | 1,265 | |

| Accrual for EC fines (Note 7) | | | 245 | | | | | | 1,522 | | |

| Other | | | 931 | | | | | | 656 | | |

| | | | $ | 3,689 | | | | | $ | 5,014 | |

| Handsets (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 25,027 | | | | | $ | 16,830 | | | | | $ | 10,461 | |

| RFFE (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,330 | | | | | | 4,158 | | | | | | 2,362 | | |

| Automotive (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,372 | | | | | | 975 | | | | | | 644 | | |

| IoT (internet of things) (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,948 | | | | | | 5,056 | | | | | | 3,026 | | |

Revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods were as follows (in millions):

(2) Primarily related to certain QCT customer incentives, QTL revenues recognized related to devices sold in prior periods (including adjustments to prior period royalty estimates, which includes the impact of the reporting by our licensees of actual royalties due) and the release of a variable constraint against revenues not previously allocated to our segment results (Note 8).

(3) Primarily related to licensing revenues recognized in the fourth quarter of fiscal 2020 (a portion of which was attributable to fiscal 2020) resulting from the settlement with Huawei and, to a lesser extent, QTL royalties recognized related to devices sold in prior periods (including adjustments to prior period royalty estimates, which includes the impact of the reporting by our licensees of actual royalties due) and certain QCT customer incentives.