Qualcomm (QCOM) 10-K risk factor changes: FY2024 vs FY2023

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

In addition, a number of our largest 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 [added: 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.]

Apple purchases our MDM (or thin modem) products, which do not include our integrated application processor technology, and which have lower revenue and margin contributions than our combined modem and application processor [removed: products.]

Further, while [removed: our product and revenue diversification strategies have resulted in an increasing] [added: we derive a] portion of our revenues [removed: coming] from [added: areas] outside of mobile handsets, e.g., from industries such as automotive and IoT, certain product categories within those industries may in themselves be subject to high levels of customer concentration.

Certain of our customers 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 rather than our integrated circuit products, including due to pressure from or policies of the Chinese government (whose *Made in China 2025* [removed: campaign targets] [added: campaign, announced in 2015, targeted] 70% semiconductor self-sufficiency by 2025), 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.

Due to various factors, including pressure, encouragement or incentives from, or policies of, the Chinese government [removed: (including] [added: (such as] 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 customers in China have developed, and others may in the future develop, their own [removed: 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.]

Similarly, if, due to U.S. or Chinese government actions or policies, we were limited in or prohibited from obtaining critical integrated circuit products from our suppliers in China, [added: or we or] our [added: customers were limited in or prohibited from selling in the United States products containing technologies with Chinese-origin content, our] business, revenues, results of operations, cash flows and financial position could be materially harmed.

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

[removed: As a result,] [added: Accordingly,] we do not expect to receive [removed: material] [added: any further] product revenues from [removed: Huawei going forward.][added: Huawei.]

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

While we continue to invest significant resources toward advancements [removed: primarily in support] of [removed: 5G-based] [added: foundational] technologies, [added: including wireless connectivity, high-performance and low-power computing and on-device artificial intelligence (AI),] 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.

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

We 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 [added: interests in or make loans to companies, including those that may be private and early-stage.]

- health crises, including epidemics or pandemics, [removed: such as the COVID-19 pandemic,] and government and business responses thereto, which impact our suppliers, including as a result of quarantines or closures;

[removed: While capacity constraints have largely abated, we] [added: We] expect [added: transitions] to [added: new generations of leading process technology nodes to] continue to [removed: see] [added: drive] product cost increases from certain of our key semiconductor wafer suppliers, [removed: which, without corresponding increases in the prices of our products, could] [added: which may] negatively impact our margins.

See also the Risk Factor below titled *“There are numerous risks associated with the operation and control of our manufacturing facilities, including a higher portion of fixed costs relative to a fabless model; environmental compliance and liability; impacts related to climate change; exposure to natural disasters, health crises, geopolitical conflicts and cyber-attacks; timely supply of equipment and materials; and various manufacturing issues”* as similar [removed: risks, as well as additional risks,] [added: risks] may be applicable to [removed: our third-party suppliers’ manufacturing facilities, which could result in disruptions to our business or additional costs to us, and negatively impact our results of operations.]

We are subject to many complex environmental, health and safety laws, regulations and rules in each jurisdiction in which we operate our manufacturing [removed: (and research] and [removed: development)] [added: other] facilities.

Further, health crises, including epidemics or pandemics, [removed: such as the COVID-19 pandemic,] and government and business responses thereto, could affect our manufacturing facilities, including by resulting in quarantines and/or closures, which could result in disruptions to and potential closures of our manufacturing operations.

There may be cases where supplies of raw materials, equipment and other products are interrupted or limited by natural disaster, geopolitical conflict, accident or some other event affecting a supplier or source of raw materials; supply is suspended due to quality or other issues; there is a shortage of supply due to a rapid increase in demand; and/or we or our suppliers are prohibited from utilizing certain raw materials, or products or components that incorporate such raw materials, due to government restrictions related to the countries from which such raw materials originate, and acceptable alternative suppliers, raw materials or raw materials sources are not available or not available in acceptable time frames or upon acceptable terms, among others, which could impact production and prevent us from [removed: supplying our products to our customers.]

Third parties that store and/or process our confidential information, or that provide products, software or services used in our IT infrastructure, [removed: may be] [added: are] subject to similar attacks, which could also result in malware being introduced into our IT infrastructure, e.g., through the third parties’ software and/or software updates.

[removed: However,] [added: Although] we [added: maintain a cybersecurity program to manage cybersecurity risks, as more fully described in the “Cybersecurity” section of this Annual Report, we] cannot anticipate, detect, repel or implement fully effective preventative measures against all cybersecurity threats, particularly because the techniques used are increasingly sophisticated and constantly evolving.

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

See also the Risk Factor titled *“We may not be able to attract or retain qualified employees.”* Similarly, we provide access to certain of our technology, intellectual property and other proprietary or confidential information to our direct and indirect customers and [removed: licensees and certain of our consultants, who have in the past and may in the future wrongfully use such technology, intellectual property or information, or wrongfully disclose such technology, intellectual property or information to third parties, including our competitors or state actors.]

A number of such competitors for talent are significantly larger than us and/or offer compensation in excess of what we offer or other benefits that we do not [removed: offer.][added: offer, including remote work policies that may be perceived as more favorable than ours.]

It is critical that we continue to evolve our patent portfolio, particularly in [removed: 5G.][added: 5G and next-generation technologies.]

[removed: Our] [added: The] patent license agreements [removed: in effect] that generate a significant portion of our licensing revenues are effective for a specified term.

To receive royalties after the expiration date of the specified term, we will need to extend or modify such license agreements or enter into new license agreements with [removed: such] [added: the applicable] licensees.

Further, if we are unable to reach agreement on such modifications or new agreements, it could result in patent infringement [added: and/or other] litigation with such licensees.

Efforts by some [removed: original equipment manufacturers (OEMs)] [added: 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.

Further, SDOs in certain countries may attempt to modify widely accepted standards and claim the resulting standard as their [removed: own.]

In addition, governments may enact policies concerning standard-essential patents, such as the European Commission’s [removed: 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.

[added: Commitments and] Contingencies.” We believe that one intent of certain of these governmental investigations and legal proceedings has been to reduce the amount of royalties that licensees are required to pay to us for their use of our intellectual property.

Licensees may underreport, underpay, not report or not pay royalties owed to us pending the conclusion of such [added: negotiations, arbitration or litigation.]

Our revenues and growth in revenues could be negatively impacted, our business may be harmed and our substantial investments in these technologies may not provide us an adequate return, if: our customers’ and licensees’ [removed: revenues and] sales of products, particularly premium-tier handset products, and services using these technologies, or average selling prices of such products, decline due to, for example, the maturity of smartphone penetration in developed regions, including China; we do not continue to maintain our intellectual property and technical leadership in 5G, including in ongoing 5G standardization [removed: efforts;] [added: efforts, or] we [added: fail to establish such leadership in future generations of wireless technology; we] are unable to drive the adoption of our products into networks and devices, including devices beyond mobile handsets; consumers’ rates of replacement of smartphones and other devices decline; or there is a shift in consumer demand away from new devices in favor of refurbished or secondhand devices.

Competition in [removed: wireless communications] [added: the semiconductor industry] is affected by various factors that include, among others: OEM concentrations; vertical integration; competition in certain geographic regions; government intervention or support of national industries or competitors; the ability to maintain product differentiation in light of evolving industry standards and speed of technological change (including the transition to smaller geometry process technologies, the demand for always on, always connected capabilities, the increasing use of AI and machine learning technologies and the need to run complex AI-based applications on devices); access to capacity in the supply chain; and value-added features that drive selling prices and consumer demand for new devices.

We anticipate that additional competitors will introduce products as a result of growth opportunities in [removed: wireless communications,] the [added: industries in which we operate, the] trend toward global expansion by foreign and domestic competitors, and technological and public policy changes.

- continue to be a leader in mobile, and drive the adoption of our technologies and integrated circuit products into the most popular device models and across a broad spectrum of devices in mobile, such as smartphones, tablets, [removed: laptops] [added: PCs] and other mobile computing devices;

We compete with many different semiconductor companies, ranging from multinational companies with integrated research and development, manufacturing, sales and marketing organizations across a broad spectrum of product lines, to companies that are focused on a single application, industry or standard product, including those that produce products for [removed: mobile handsets, automotive or IoT, among others.]

Examples (some of which are strategic partners of ours in other areas) include [removed: Apple,] Broadcom, HiSilicon, MediaTek, Mobileye, Nvidia, NXP Semiconductors, Qorvo, Samsung, Skyworks, Texas Instruments and UNISOC.

Further, certain of those [removed: customers] [added: customers, such as Apple and Samsung,] have developed, are developing or may develop their own integrated circuit products (effectively making them competitors), which they have in the past utilized, currently utilize [removed: and] [added: or] may in the future utilize in some or all of their devices, rather than our products.

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.

On May 7, 2024, the U.S. Department of Commerce informed us that it was revoking our license to export 4G and certain other integrated circuit products to Huawei, effective immediately, and we implemented procedures to immediately comply.

Product revenues from Huawei in fiscal 2024, prior to our license being revoked on May 7, 2024, were approximately $560 million.

successful; alternate technologies or products may be better or may reduce the advantages we anticipate from our investments; competitors’ technologies or products may be more cost effective, have more capabilities or fewer limitations or be brought to market faster than our new technologies or products; we may not be able to develop, or our competitors may have more established and/or stronger, customer, vendor, distributor or other channel relationships; and competitors may have longer operating histories in industries and applications that are new to us.

our third-party suppliers’ manufacturing facilities, which could result in disruptions to our business or additional costs to us, and negatively impact our results of operations.

supplying our products to our customers.

The successful operation of various functions within our business, as well as the protection of our intellectual property and other proprietary or confidential information, depend in part on the security and functionality of our IT systems.

Any damage to or disruptions in our IT systems as a result of cyber-attacks or for other reasons, such as issues related to third-party software or services used in our IT infrastructure, could significantly disrupt our business operations.

licensees and certain of our consultants, who have in the past and may in the future wrongfully use such technology, intellectual property or information, or wrongfully disclose such technology, intellectual property or information to third parties, including our competitors or state actors.

Finally, certain of our license

agreements contain binding renewal provisions which provide that if the parties are unable to agree upon the terms and conditions of a new license agreement by a specified date, either party may initiate binding arbitration proceedings to establish such terms and conditions, which would become effective immediately after the expiration of the prior agreement.

Nonetheless, in either event, we may not be able to recognize some or any revenues related to that licensee’s product sales until such new license agreement is finalized.

own.

Due to the higher margin contribution of our licensing business relative to our chipset business, any reduction in licensing revenues could have a disproportionate impact on the cash resources we have available for other purposes, such as research and development.

mobile handsets, automotive or IoT, among others.

We routinely monitor for and assess security vulnerabilities in our products and offer remediation measures if appropriate.

However, we may not be aware of all such vulnerabilities, and we may fail to identify and/or provide remediation measures for vulnerabilities (or our customers may fail to implement remediation measures) before they are exploited.

Such attacks could result in the disruption of our customers’ businesses or the

business.

adversely affected, potentially leading to a reduction, cancellation or delay of orders for our products.

See also the Risk Factors titled “*Our business may suffer as a result of adverse rulings in*

In addition, and especially in developing regulatory areas (for example, AI, privacy and data protection, and ESG-related reporting), Regulations may differ by country or by state within the United States, and may be conflicting in certain cases.

Further, if the requirement to capitalize certain research and development expenditures for federal income tax purposes is changed, as has been proposed by Congress, this would negatively affect our provision for income taxes and results of operations (although it would have a favorable impact on our cash flows from operations due to lower cash tax payments).

The OECD, representing a coalition of member countries, has made certain changes, including the Pillar Two framework, which imposes a minimum tax of 15% in each taxing jurisdiction.

The OECD is contemplating additional changes to numerous long-standing tax principles.

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.

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.

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

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

We believe that we have a robust cybersecurity program that is aligned to international cybersecurity frameworks, and that we leverage industry best practices across people, processes and technologies in an attempt to mitigate cybersecurity threats.

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

Upon the reopening of our offices, we initially operated under a hybrid work model, meaning that the majority of our employees had the flexibility to work remotely at least some of the time.

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.

Commitments and

negotiations, arbitration or litigation.

Commercial deployments of 5G networks and devices have begun and are expected to continue for the foreseeable future.

However, the timing and scale of certain such deployments were delayed due to the COVID-19 pandemic, and future deployments may similarly be delayed for reasons that are beyond our control.

acceptable terms, which could adversely impact our financial results.

impact our results of operations and cash flows.

different than what we customarily use to license our software.

Also, our use and our customers’ use of open source software may subject our products and our customers’ products to governmental and third-party scrutiny and delays in product certification, which could cause customers to view our products as less desirable than our competitors’ products.

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

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

Acts of war, terrorism, 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

In

The OECD, which represents a coalition of member countries, recommended changes to numerous long-standing tax principles related to transfer pricing and continues to develop new proposals including allocating greater taxing rights to countries where customers are located and establishing a minimum tax on global income.

The following section generally discusses fiscal [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between fiscal [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of fiscal [removed: 2021] [added: 2022] items and year-to-year comparisons between fiscal [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 25, 2022.][added: 24, 2023.]

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

[added: 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.

Fiscal [removed: 2023] [added: 2024] Overview

Revenues were [removed: $35.8] [added: $39.0] billion, [removed: a decrease] [added: an increase] of [removed: 19%] [added: 9%] compared to revenues of [removed: $44.2] [added: $35.8] billion in fiscal [removed: 2022,] [added: 2023,] with net income of [removed: $7.2] [added: $10.1] billion, [removed: a decrease] [added: an increase] of [removed: 44%] [added: 40%] compared to net income of [removed: $12.9] [added: $7.2] billion in fiscal [removed: 2022.][added: 2023.]

- QCT revenues [removed: decreased] [added: increased] by [removed: 19%] [added: 9%] in fiscal [removed: 2023] [added: 2024] compared to the prior year, primarily due to [removed: lower handset] [added: higher handsets] and [added: automotive revenues, partially offset by lower] IoT revenues.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | Change | | | | | | | | |

| Equipment and services | | | $ | [removed: 30,028] [added: 32,791] | | | | | $ | [removed: 37,171] [added: 30,028] | | | | | | | | | | | $ | [removed: (7,143)] [added: 2,763] | | | | | | | |

[removed: 2023] [added: 2024] vs. [removed: 2022][added: 2023]

The [removed: decrease] [added: increase] in revenues in fiscal [removed: 2023] [added: 2024] was primarily due to:

[removed: \- $7.2] [added: + $2.7] billion in [removed: lower] [added: higher] equipment and services revenue from our QCT segment

[removed: \- $1.1 billion] [added: \+ $266 million] in [removed: lower] [added: higher] licensing revenues from our QTL segment

| Cost of revenues | | | $ | [removed: 15,869] [added: 17,060] | | | | | $ | [removed: 18,635] [added: 15,869] | | | | | | | | | | | $ | [removed: (2,766)] [added: 1,191] | | | | | | | |

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

| Research and development | | | $ | [removed: 8,818] [added: 8,893] | | | | | $ | [removed: 8,194] [added: 8,818] | | | | | | | | | | | $ | [removed: 624] [added: 75] | | | | | | | |

| % of revenues | | | [removed: 25] [added: 23] | | % | | | | [removed: 19] [added: 25] | | % | | | | | | | | | | | | | | | | | | |

The increase in research and development expenses in fiscal [removed: 2023] [added: 2024] was due to:

+ [removed: $375] [added: $113] million increase in share-based compensation expense

+ [removed: $125] [added: $42] million increase in expenses driven by revaluation of our deferred compensation obligation [removed: on higher relative stock market performance]

[removed: + $124] [added: \- $104] million [removed: increase] [added: decrease] driven by [removed: higher] [added: lower] costs related to the development of wireless and integrated circuit technologies (including 5G and application processor [removed: technologies), primarily driven by an increase in employee-related expenses (which included lower employee cash incentive program costs)][added: technologies).]

| Selling, general and administrative | | | $ | [removed: 2,483] [added: 2,759] | | | | | $ | [removed: 2,570] [added: 2,483] | | | | | | | | | | | $ | [removed: (87)] [added: 276] | | | | | | | |

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

The [removed: decrease] [added: increase] in selling, general and administrative expenses in fiscal [removed: 2023] [added: 2024] was primarily due to:

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

Additional information regarding our [removed: restructuring charges] [added: outstanding debt at September 29, 2024] is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note [removed: 2.][added: 6.]

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

| Interest expense | | | $ | [removed: 694] [added: 697] | | | | | $ | [removed: 490] [added: 694] | | | | | | | | | | | $ | [removed: 204] [added: 3] | | | | | | | |

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

| Interest and dividend income | | | $ | [removed: 313] [added: 675] | | | | | $ | [removed: 91] [added: 313] | | | | | | | | | | | $ | [removed: 222] [added: 362] | | | | | | | |

| Net gains [removed: (losses)] on marketable securities | | | [removed: 75] [added: 14] | | | | | | [removed: (363)] [added: 75] | | | | | | | | | | | | [removed: 438] [added: (61)] | | | | | | | | |

| Net gains on other investments | | | [removed: 21] [added: 175] | | | | | | [removed: 113] [added: 21] | | | | | | | | | | | | [removed: (92)] [added: 154] | | | | | | | | |

| Net gains [removed: (losses)] on deferred compensation plan assets | | | [removed: 86] [added: 198] | | | | | | [removed: (141)] [added: 86] | | | | | | | | | | | | [removed: 227] [added: 112] | | | | | | | | |

| Impairment losses on other investments | | | [removed: (132)] [added: (79)] | | | | | | [removed: (47)] [added: (132)] | | | | | | | | | | | | [removed: (85)] [added: 53] | | | | | | | | |

| Other | | | [removed: (14)] [added: (21)] | | | | | | [removed: (25)] [added: (14)] | | | | | | | | | | | | [removed: 11] [added: (7)] | | | | | | | | |

Net [removed: losses] [added: gains] on [removed: marketable securities] [added: other investments] in fiscal [removed: 2022] [added: 2024] was primarily driven by [removed: the change in fair value of] certain of our QSI [removed: marketable] [added: non-marketable] equity [removed: investments in early or growth stage companies.][added: investments.]

Additional information regarding our annual effective tax rate (including discussion related to the impact of the [removed: new] requirement to capitalize research and development expenditures for federal income tax [removed: purposes)] [added: purposes, and the benefit related to the transfer of intellectual property between foreign subsidiaries)] is provided in this Annual Report in “Notes to Consolidated Financial Statements, Notes 3.

| Expected income tax provision at federal statutory tax rate | | | $ | [removed: 1,563] [added: 2,171] | | | | | $ | [removed: 3,150] [added: 1,563] | | | | | | | |

| Benefit from FDII deduction related to capitalizing research and development expenditures | | | [removed: (598)] [added: (585)] | | | | | | [removed: —] [added: (598)] | | | | | | | | |

| Benefit from FDII deduction, excluding the impact of capitalizing research and development expenditures | | | [removed: (447)] [added: (596)] | | | | | | [removed: (753)] [added: (447)] | | | | | | | | |

Our fiscal 2024 results included:

- QTL revenues increased by 5% in fiscal 2024 compared to the prior year, primarily due to an increase in estimated sales of 3G/4G/5G-based multimode products.

- We recorded other expenses of $179 million in fiscal 2024 compared to $862 million in fiscal 2023, both of which primarily consisted of restructuring and restructuring-related charges.

- Investment and other income, net increased by $613 million in fiscal 2024 compared to the prior year, primarily due to higher interest rates earned on higher balances of interest-bearing securities.

| Licensing | | | 6,171 | | | | | | 5,792 | | | | | | | | | | | | 379 | | | | | | | | |

| | | | $ | 38,962 | | | | | $ | 35,820 | | | | | | | | | | | $ | 3,142 | | | | | | | |

2024 vs. 2023

Gross margin percentage remained flat in fiscal 2024.

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Change | | | | | | | | |

2024 vs. 2023

+ $66 million increase in expenses driven by revaluation of our deferred compensation obligation (which resulted in a corresponding increase in net gains on deferred compensation plan assets within investment and other income, net due to the revaluation of the related assets)

This was primarily driven by a decrease in employee-related costs as a result of certain restructuring actions taken to fund continued investments in key growth and diversification opportunities, partially offset by higher employee cash incentive program costs.

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Change | | | | | | | | |

2024 vs. 2023

+ $99 million increase in sales and marketing expenses

+ $39 million increase in share-based compensation expense

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Change | | | | | | | | |

| Other expenses | | | $ | 179 | | | | | $ | 862 | | | | | | | | | | | $ | (683) | | | | | | | |

2024 vs. 2023

Other expenses in fiscal 2024 consisted primarily of $107 million in restructuring and restructuring-related charges (substantially all of which related to severance costs) and a $75 million charge related to the settlement of the securities class action lawsuit.

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Change | | | | | | | | |

| | | | $ | 962 | | | | | $ | 349 | | | | | | | | | | | $ | 613 | | | | | | | |

2024 vs. 2023

The increase in interest and dividend income in fiscal 2024 was primarily due to higher interest rates earned on higher balances of interest-bearing securities.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| Benefit related to the transfer of intellectual property between foreign subsidiaries | | | (317) | | | | | | — | | | | | | | | |

The OECD has announced a framework to implement a global minimum tax of 15% (referred to as Pillar Two).

Certain countries have implemented or are in the process of implementing the Pillar Two legislation, which will apply to us beginning in fiscal year 2025.

While we do not currently expect this to materially impact our consolidated financial statements, we continue to monitor the impact as countries implement legislation and the OECD provides additional guidance.

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Change | | | | | | | | |

2024 vs. 2023

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Change | | | | | | | | |

| Handsets | | | $ | 24,863 | | | | | $ | 22,570 | | | | | | | | | | | $ | 2,293 | | | | | | | |

| Automotive | | | 2,910 | | | | | | 1,872 | | | | | | | | | | | | 1,038 | | | | | | | | |

| EBT (2) | | | $ | 9,527 | | | | | $ | 7,924 | | | | | | | | | | | $ | 1,603 | | | | | | | |

Composition of Certain Financial Statement Items.”

2024 vs. 2023

\+ higher handsets revenues, due to $2.8 billion in higher chipset shipments driven by certain major OEMs (primarily driven by the normalization of customer inventory levels, which were elevated in the prior year), partially offset by $533 million in lower revenues per chipset primarily driven by unfavorable mix

\- lower IoT revenues, due to $834 million in lower revenues per unit primarily driven by unfavorable mix, partially offset by a $317 million increase in demand (primarily in consumer products, partially offset by edge networking products as customers continued drawing down on their elevated inventory levels)

Gross margin percentage remained flat in fiscal 2024.

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

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

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

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

This has resulted in fluctuations in QCT revenues in advance

Key items from fiscal 2023 included:

- Revenues were negatively impacted by the weakness in the macroeconomic environment (which negatively impacted consumer demand for smartphones and other devices that incorporate our products and technologies) and our customers drawing down on their inventory (which were at elevated levels).

- 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) | | | | | | | |

Gross margin percentage decreased in fiscal 2023 primarily due to a decrease in QCT gross margin.

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

\- $95 million decrease in acquisition-related expenses, primarily related to the Veoneer transaction which closed in the third quarter of fiscal 2022

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

| Other expense (income) | | | $ | 862 | | | | | $ | (1,059) | | | | | | | | | | | $ | 1,921 | | | | | | | |

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

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

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

Interest expense in fiscal 2022 included a $62 million reversal of accrued interest previously recorded related to the annulled 2018 EC fine.

| | | | 2023 | | | | | | 2022 | | | | | | | | |

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

Acquisitions and Divestitures.”

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

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

| 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.

Prior period information has been recast to reflect this change.

\- lower handset revenues, primarily driven by $7.9 billion in lower chipset shipments to certain major OEMs (primarily driven by the negative effects of the macroeconomic environment weakness and customers drawing down on their elevated inventory levels), partially offset by $1.7 billion in higher revenues per chipset primarily driven by favorable mix and increases in average selling prices

\- lower IoT revenues, primarily driven by a decrease in demand across consumer, edge networking, and industrial products (primarily driven by the negative effects of the macroeconomic environment weakness and elevated customer inventory levels)

\- lower revenues

\- lower gross margin percentage, primarily driven by increased product costs

\- $730 million decrease in estimated sales of 3G/4G/5G-based multimode products, primarily driven by the macroeconomic environment weakness

| Loss before income taxes | | | (12) | | | | | | (279) | | | | | | | | | | | | 267 | | | | | | | | |

The decrease in QSI loss before income taxes in fiscal 2023 was primarily due to a $350 million decrease in net losses on investments, which was primarily driven by the change in fair value of certain of our marketable equity investments in early or growth stage companies, partially offset by a $61 million increase in impairment losses on certain investments.

In the coming years, we expect consumer demand for 3G/4G/5G multimode and 5G products and services to continue to ramp around the world as we continue to transition from 3G/4G multimode and 4G products and services.

- We expect certain customers will continue to draw down on their inventory (which remains at elevated levels), which will continue to have a negative impact on our revenues, results of operations and cash flows.

This dynamic, along with weaker consumer demand for smartphones and other devices that incorporate our products and technologies in fiscal 2023 relative to the prior year, have also contributed to our elevated inventory levels and contribute to the inherent uncertainties in estimating future customer demand, which may increase excess or obsolete

inventory or reserve charges if we overestimate such demand, negatively impacting our results of operations and cash flows.

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

At September [removed: 24, 2023] [added: 29, 2024] and September [removed: 25, 2022,] [added: 24, 2023,] a hypothetical increase in interest rates of 100 basis points across the entire yield curve on our holdings would have resulted in [removed: a] [added: an immaterial] decrease [removed: of $26 million and $36 million, respectively,] in the fair value of our holdings.

Volatility in the equity markets [removed: and the current macroeconomic environment] could negatively affect our investees’ ability to raise additional capital as well as our ability to realize value from our investments through initial public offerings, mergers or private sales.

At September [removed: 24, 2023,] [added: 29, 2024,] our non-marketable equity investments (including those accounted for under the equity method) consisted of investments in over 150 companies with an aggregate carrying value included in other assets of [removed: $1.2] [added: $1.3] billion.

[added: Interest Rate Risk.] At September [added: 29, 2024 and September] 24, 2023, all of our [added: issued] debt was comprised of unsecured fixed-rate notes.

At September [removed: 24, 2023] [added: 29, 2024] and September [removed: 25, 2022,] [added: 24, 2023,] we had an aggregate notional amount of $2.1 billion in interest rate swaps that are designated as fair value hedges to effectively convert certain fixed-rate interest payments into floating-rate payments on our outstanding debt.

At September [removed: 24, 2023] [added: 29, 2024] and September [removed: 25, 2022,] [added: 24, 2023,] a hypothetical increase in interest rates of 100 basis points would not cause a [added: material] loss [added: in earnings] 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.

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

Debt,” “Notes to Consolidated Financial Statements, Note [removed: 10.][added: 9.]

We have experienced fluctuations in our effective tax rate as a result of foreign currency gains or losses related to our Korean withholding tax receivable (which was $2.2 billion as of September 29, 2024), which is described further in this Annual Report in “Notes to Consolidated Financial Statements, Notes 3.

Income Taxes.” Based on the balance of such foreign withholding tax receivable, an assumed 10% adverse change to foreign exchange rates would result in losses of approximately $222 million and $200 million as of September 29, 2024 and September 24, 2023, respectively.

Other gains and losses from foreign currency transactions were not material/significant for any of the periods presented in this Annual Report.

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

At September 25, 2022, we had outstanding forward-starting interest rate swaps with an aggregate notional amount of $1.6 billion to hedge the variability of forecasted interest payments on anticipated debt issuances.

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

Statements, Note 2.

Our fiscal years for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] included [added: 53 weeks,] 52 [removed: weeks.][added: weeks and 52 weeks, respectively.]

We are a global [removed: leader in] [added: technology leader, helping to bring intelligent computing everywhere through] the development and commercialization of foundational [removed: technologies for the wireless industry,] [added: technologies,] including 3G (third generation), 4G (fourth generation) and 5G (fifth generation) wireless connectivity, [removed: and] high-performance and low-power computing [removed: including] [added: and] on-device artificial intelligence (AI).

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

We are scaling our innovations across industries and applications beyond [added: mobile] handsets, [added: driving digital transformation with our ecosystem partners in areas] including automotive and the internet of things (IoT).

In automotive, our [added: Snapdragon® Digital Chassis™ platforms, including] connectivity, digital cockpit and advanced driver assistance and automated driving [removed: (ADAS/AD) platforms] [added: (ADAS/AD),] are helping to connect the car to its environment and the cloud, creating unique in-cabin experiences and enabling a comprehensive assisted and automated driving solution.

In IoT, our inventions have helped power growth in industries and applications such as consumer (including [removed: computing,] [added: personal computers (PCs), tablets,] voice and music and extended reality (XR)), edge networking (including mobile broadband and wireless access points) and industrial (including handhelds, retail, tracking and logistics and utilities).

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

[removed: We] [added: For nearly 40 years, we] have [added: been] a [removed: long history of driving innovation] [added: leader in setting industry standards] and [added: creating era-defining technology breakthroughs, and we] continue to play a leading role in developing system-level inventions that serve as the foundation for [removed: 3G, 4G and 5G] [added: multiple generations of advanced] wireless technologies.

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

We have also developed other technologies that are used by wireless 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 [removed: architectures.][added: architectures, among other technologies.]

Our patents cover a wide range of technologies across [removed: the entire wireless system] [added: connectivity] (including wireless devices and network infrastructure equipment), [added: computing and AI applications in diverse end-markets,] not just the portion of such patented technologies incorporated into chipsets.

QCT develops and supplies integrated [removed: circuits] [added: circuit platforms] and system software [removed: based on 3G/4G/5G] [added: with advanced connectivity] and [removed: other technologies, including RFFE,] [added: high-performance, low-power computing technologies] for use in mobile devices; automotive systems for connectivity, digital cockpit and ADAS/AD; and IoT including consumer electronic [removed: devices;] [added: devices,] industrial [removed: devices;] [added: devices] and edge networking products.

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

Given the proximity to raw data, edge [added: device] computing allows for more [removed: intelligent] [added: context-aware] processing, reducing response time, improving privacy and security, and enabling greater personalization.

With increased processing power, mobile [removed: is] [added: handsets and PCs are] becoming [removed: a] pervasive AI [removed: platform,] [added: platforms,] with complex large generative AI algorithms running on-device, enabling on-demand and contextual AI use [removed: cases.][added: cases at a fraction of the energy required by cloud-based applications.]

As [removed: 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 [removed: foundation] and [removed: the scale of mobile,] [added: PC foundation,] we envision generative AI becoming ubiquitous, [removed: expanding beyond smartphones] [added: continuing to expand] into industries and applications such as [removed: compute,] IoT, XR and automotive.

[removed: Complex] [added: Significant investment continues across many industries in the development of complex] large language models (LLMs), [added: more tailored small language models (SLMs),] large vision models [removed: (LVMs)] [added: (LVMs), large multimodal models (LMMs)] and other generative AI [removed: models that can generate new content,] [added: models, which] are beginning to change the landscape of the [removed: consumer] user experience.

LLMs [added: and SLMs] (e.g., [removed: GPT-4] [added: GPT-4o] and [removed: Llama2)] [added: Llama3)] are [removed: useful] [added: used] for text-based natural language processing applications such as answering queries, document summarization and creation, [removed: while] LVMs (e.g., Stable Diffusion and ControlNet) are [removed: useful] [added: used] for image and video [removed: processing.][added: processing, and LMMs are used to understand and process multiple types of data inputs or modalities such as text and images.]

[removed: We] [added: While these generative AI models are developed primarily for use in the cloud, we] believe that [removed: a] [added: the] variety of innovative enterprise and consumer use cases [added: that have emerged and] will [added: continue to] emerge from generative [removed: AI, especially as LLMs and LVMs are] [added: AI must] run on-device [removed: ingesting multiple modalities (such as text, voice, camera, infrared, RADAR and LiDAR sensors)] [added: to maximize their utility,] and bring [removed: in] the benefits of immediacy, privacy, security and personalization to consumers.

[removed: 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 XR, which includes augmented reality (AR), virtual reality (VR) and mixed reality (MR).

5G’s performance and capacity improvements are also enabling operators to offer new consumer and enterprise [removed: services while also reducing their operating costs.][added: services.]

Consumer Demand for Smartphones. For calendar year [removed: 2023,] [added: 2024,] we estimate that consumer demand for 3G, 4G, and 5G handset volumes will [removed: decrease] [added: increase] by a [removed: mid to high-single] [added: low-to-mid-single] digit percentage relative to calendar year [removed: 2022.][added: 2023.]

[removed: Automotive.] According to analyst data, [removed: 71%] [added: 67%] of new vehicles produced in 2030 are projected to have embedded cellular connectivity, with [removed: 71%] [added: 48%] of [removed: those] [added: new] vehicles featuring 5G [removed: connectivity.][added: connectivity compared to 11% of new vehicles featuring 5G connectivity in 2024 (TechInsights, September 2024).]

[added: Automotive.] Digitalization of the automotive cockpit [added: including wireless connectivity] continues to transform the in-vehicle experience, enabling greater personalization of content and settings for both drivers and passengers as automakers respond to growing interest from consumers to bring their digital lifestyles into the vehicle.

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

[removed: High-performance,] [added: In addition, high-performance,] low-power computing [removed: technologies from mobile] [added: technologies, with added security and safety required for automotive products,] are being used to improve vehicles with advanced driver assistance and automated driving features that we expect to scale across vehicle tiers and continue the progression toward higher levels of autonomy, safety and convenience.

Analysts estimate that [removed: 31%] [added: 39%] of new light duty vehicles sold globally in [removed: 2026] [added: 2027] will have Level 2 (i.e., partial driving automation) or higher autonomy, compared to an estimated [removed: 15%] [added: 20%] of new light duty vehicles sold globally in [removed: 2023] [added: 2024] (TechInsights, September [removed: 2023).][added: 2024).]

*Consumer.* Consumer IoT [removed: products] [added: products, including personal computing (e.g., tablets and PCs), voice and music and XR,] continue to adopt the latest mobile connectivity, processing and intelligence [removed: technologies,] [added: technologies] including [removed: personal computing (e.g., tablets and personal computers), connected audio (e.g., wireless earbuds, speakers and soundbars), wearables (e.g., smart watches), XR devices (e.g., VR headsets and AR glasses) and others (e.g., camera and video collaboration, exercise equipment and home appliances).][added: on-device AI capabilities.]

*Industrial.* The combination of IoT devices with connectivity, 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, [removed: transportation, logistics, utilities] [added: tracking] and [added: logistics and] energy.

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

The worldwide demand for [removed: wireless devices, data services and applications] [added: intelligent computing everywhere] requires continuous innovation to improve [removed: the] user experiences, support new services, expand on-device processing and AI capabilities at low power, and increase wireless connectivity capacity and performance.

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

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

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

[removed: Most] [added: 5G heavily leverages OFDMA-based technologies, while most] of the OFDMA-based technologies deployed prior to 2020 are classified as 4G technology.

3GPP [removed: developed] [added: has been developing] the [removed: 4G] [added: 5G] system through the specification of the radio component [removed: (LTE)] [added: (NR)] and the core network component [removed: (Enhanced Packet] [added: (5G] Core or [removed: EPC).][added: 5GC).]

[removed: Release 14 of] 3GPP specifications [removed: began to] [added: also] 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.

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 5G Core [removed: standards.][added: standards into 5G Advanced, as well as establishing the requirements for 6G.]

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

Our fiscal year for 2025 will include 52 weeks.

The foundational technologies we invent help power modern digital experiences.

Artificial Intelligence. Advancements in processor technologies have enabled the distribution and coordination of complex workloads across the cloud and edge devices to provide enhanced performance and efficiency across use cases.

We expect continued advancement in the generative AI capabilities of edge devices and increased adoption of generative AI capable technologies in handsets and other edge devices.

For example, analysts estimate that 46% of smartphones sold in 2027 will be generative AI capable, up from 19% in 2024 (Counterpoint, October 2024).

5G Advanced builds upon the initial 5G standards to enhance system capabilities and expand into new use cases.

It introduces key improvements for continued 5G commercialization, supports a range of services

beyond mobile broadband, and lays the groundwork for the upcoming 6G platform.

5G Advanced is a transformative step, integrating features like wireless AI to drive innovation across the 5G ecosystem.

This estimate includes expected high single-digit to low double-digit percentage growth in 5G handsets.

IoT. Industry demand for IoT devices is expected to remain strong across consumer, edge networking and industrial applications, in part due to expanded use cases enabled by 5G and AI technologies, including generative AI.

This enables new services, applications and experiences that can be run directly on the device, driving improvements in latency, cost and privacy.

For example, a new class of AI-focused PCs, including those powered by our Snapdragon X Series platforms, launched in 2024, allowing for increased productivity and enhanced use cases enabled by on-device AI processing at low power.

By 2027, analysts expect that at least 50% of PCs sold will be AI capable, compared to 22% of PCs in 2024 (consensus of certain third party analysts as of October 1, 2024).

The 4G specifications were defined within 3GPP (3rd Generation Partnership Project), a global organization that develops technical specifications, including the specification of the radio component (LTE) and the core network component (Enhanced Packet Core or EPC).

Release 19, which is currently under development, builds on the 5G Advanced standards to deliver new 5G advancements through continued system enhancements (e.g., sub-band full-duplex (SBFD), multi-hop sidelink relays), further use case diversification (e.g., Ambient IoT), and new advanced capabilities, including standardized wireless AI framework and potential applications, and ultra-low power receiver.

Release 19 will establish the technical foundation for 6G.

Computing. Our processors are purpose-built to power mobile experiences, automobiles and the IoT.

Our Qualcomm Oryon™ and Qualcomm® Kryo™ CPU processors deliver enhanced security, AI and connectivity solutions, all designed to enable the next generation of high-tech devices and apps.

Qualcomm Oryon CPU core technology is custom-designed to deliver a new level of performance and efficiency and developed to be integrated across a wide portfolio of Snapdragon powered products starting with certain PC and smartphone products and expanding to certain automotive and IoT products.

Our Qualcomm® Hexagon™ NPU is a key processor in our AI Engine and is designed for sustained, high-performance AI inference, enabling leading on-device AI capabilities with very low power consumption.

In addition to our leading AI technology, we are simplifying the process for developers to build applications with AI features to work on our Snapdragon platforms.

The Qualcomm® AI Stack is a unified AI software portfolio designed to help developers optimize

Building on this, the Qualcomm® AI Hub is our online destination for developers to access resources for quickly deploying models on devices powered by Snapdragon platforms, whether their own or from a growing collection of pre-optimized, ready-to-use AI models.

- automotive platform features such as digital cockpit and ADAS/AD, to enable in-cabin experiences and assisted driving solutions;

QCT Segment. QCT is a leading developer and supplier of integrated circuits products and system software with advanced connectivity and high-performance, low-power computing technologies, for use in mobile devices; automotive systems for connectivity, digital cockpit and ADAS/AD; and IoT including consumer electronic devices, industrial devices and edge networking products.

Our Qualcomm® Adreno™ GPUs are designed to deliver high quality graphics performance for visually rich 3D gaming and user interfaces.

In addition to the highly integrated core SoC, we also design and supply supporting components,

QCT's marketing strategy aims to promote Qualcomm as the leader of enabling intelligent computing everywhere, and Snapdragon as the preferred platform brand powering premium experiences across handsets, automotive and IoT.

Through direct marketing efforts, partnerships and collaborations (including marketing programs with customers), products powered by Snapdragon and Qualcomm technologies are marketed to expand the reach of both brands to drive awareness and preference.

scaling of distribution channels, desire by certain customers to use multiple suppliers and customer support.

We believe that 5G will continue to encourage innovative applications through

Snapdragon and Qualcomm branded products are products of QTI and/or its subsidiaries.

Qualcomm patents are licensed by QUALCOMM Incorporated.

and the digital transformation of industries such as automotive, personal computing and industrial IoT, improving how we work, live and, ultimately, thrive.

We are also endorsed as a great employer for women

We have also been named a ‘Best Place to Work for Disability Inclusion’ by Disability:IN for ten years in a row, underscoring our commitment to an inclusive work environment for people with disabilities.

Our Investor Relations website contains a significant amount of information about us, including financial and other information for investors, and it is possible that this information could be deemed to be material information.

Accordingly, investors and others interested in Qualcomm should review the information posted on our website in addition to following our press releases, SEC filings and public conference calls and webcasts.

Our technologies and products deliver intelligent computing and advanced connectivity in mobile devices and other products.

The foundational technologies we invent help power the modern mobile experience, impacting how the world connects, computes and communicates.

The mobile industry generally recognizes that any

company seeking to develop, manufacture and/or sell devices or infrastructure equipment that use CDMA-based and/or OFDMA-based technologies requires a license or other rights to use our patents.

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.

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

By comparison, an estimated 63% of vehicles produced in 2023 will have embedded cellular connectivity, with 5G connectivity beginning to ramp (TechInsights, October 2023).

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.

The installed base of IoT devices, which includes everything from wearables to industrial handhelds to gateways, is projected to increase by 70% from 2023 to 2026 (ABI Research, June 2023).

This is enabling new services, applications and experiences.

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

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

LTE Advanced brings many more enhancements, including carrier aggregation, advanced multi-antenna techniques and optimizations for small cells.

5G heavily leverages OFDMA-based technologies; 3GPP has developed the 5G system through the specification of the radio component (NR) and the core network component (5G Core or 5GC).

The wireless industry is actively developing and commercializing 5G technologies.

Other (Non-Cellular) Wireless Technologies. There are other, non-cellular wireless technologies that have also been widely adopted.

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

Wi-Fi systems are based primarily on standards developed by the Institute of Electrical and Electronics Engineers 802.11 Working Group.

Amendments of the 802.11 standard are commonly referred to by the names made popular by the Wi-Fi Alliance (for example, 802.11ax is known as Wi-Fi 6).

Wi-Fi 6 adds advanced features such as downlink and uplink OFDMA and uplink multiple-user MIMO.

This technology primarily targets connectivity for mobile devices, tablets, laptops and other consumer electronic devices using the 2.4GHz and 5GHz spectrum bands.

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, known as Wi-Fi 7.

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.

Bluetooth technology provides wireless connectivity to a wide range of fixed or mobile consumer electronic devices.

Bluetooth functionalities are standardized by the Bluetooth Special Interest Group in various versions of the specification (Bluetooth Core specification versions range from 1.0 to 5.4), which include different functionalities, such as enhanced data rate, low energy, mesh, audio, telephony, automotive, human interface device and location technologies.

We are a leading contributor to Bluetooth technologies in the areas of mobile devices and audio and mesh technologies.

*Position Location Technologies.* Position location technologies continue to evolve in order to deliver an enhanced location experience and comply with new mandates on location for E911 (enhanced 911) calls.

For uses requiring the best reliability and accuracy for E911 services and navigational based services, A-GPS, A-GNSS and WLAN provide leading-edge solutions.

We continue to invest in the standardization and productization of many 4G- and 5G-based positioning capabilities, including in 3GPP Releases 16, 17 and 18.

The industry continues to evolve to support additional inputs for improving the location experience.

Our products and intellectual property now support multiple constellations for A-GNSS, including: GPS, GLONASS, Galileo, NavIC, BeiDou, QZSS and SBAS augmentation systems; Wi-Fi-based and Bluetooth-based positioning for WLAN, including Wi-Fi RSSI (received signal strength indication) and Wi-Fi RTT (round-trip time) signals for indoor location; observed time difference of arrival positioning for LTE access (e.g., in rural and indoor areas); and third-party inertial sensors.

The combination of these different location solutions is used to ensure accurate location availability in all areas.

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

Additional Significant Technologies used in Cellular and Other Industries.

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

We are a leading contributor to the advancement of video compression performance, including contributions to the H.265/HEVC standard (deployed to support Ultra High Definition 4K and beyond video), and the next generation H.266/VVC standard, which are designed to power the creation and consumption of richer, immersive media experiences.

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

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

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

Information regarding [added: certain] legal [removed: and regulatory] proceedings is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note 7.

Commitments and Contingencies.”

Commitments and Contingencies.” We are also engaged in numerous other legal actions arising in the ordinary course of our business (for example, proceedings relating to employment matters or the initiation or defense of proceedings relating to intellectual property rights), and while there can be no assurance, we believe that the ultimate outcome of these other legal actions will not have a material adverse effect on our business, results of operations, financial condition or cash flows.

For the fiscal year ended September [removed: 24, 2023][added: 29, 2024]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at March [removed: 24, 2023] [added: 22, 2024] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $138.9] [added: $190.0] 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: 1,113] [added: 1,111] million at [removed: October 30, 2023.][added: November 4, 2024.]

Portions of the registrant’s [removed: Definitive] [added: definitive] Proxy Statement for its [removed: 2024] [added: 2025] 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: 24, 2023] [added: 29, 2024] | | | | | |

| | | | [Risk Factors [removed: Summary](#i57f6c49b29cd4e6996f8c5a8c66d5d80_10)] [added: Summary](#i514ce6a0fc204465ad7d4e40bef88bdf_10)] | | | [removed: [4](#i57f6c49b29cd4e6996f8c5a8c66d5d80_10)] [added: [4](#i514ce6a0fc204465ad7d4e40bef88bdf_10)] | | |

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[removed: *•We] [added: - *We] may not be able to attract or retain qualified employees.*

*•Efforts by some [removed: original equipment manufacturers (OEMs)] [added: 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.*

In this Annual Report, the words “Qualcomm,” [added: the “Company,”] “we,” “our,” “ours” and “us” refer only to QUALCOMM Incorporated and its subsidiaries and not any other person or entity.

Additionally, statements concerning future matters such as our future business, prospects, results of operations or 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 [removed: conditions or macroeconomic factors;] [added: conditions;] strategic investments or acquisitions, and the anticipated timing or benefits thereof; [removed: 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.

| [PART I](#i514ce6a0fc204465ad7d4e40bef88bdf_13) | | | | | | | | |

| [Item 1C.](#i514ce6a0fc204465ad7d4e40bef88bdf_70) | | | [Cybersecurity](#i514ce6a0fc204465ad7d4e40bef88bdf_70) | | | [37](#i514ce6a0fc204465ad7d4e40bef88bdf_70) | | |

| [PART II](#i514ce6a0fc204465ad7d4e40bef88bdf_82) | | | | | | | | |

| [PART III](#i514ce6a0fc204465ad7d4e40bef88bdf_151) | | | | | | | | |

| [PART IV](#i514ce6a0fc204465ad7d4e40bef88bdf_169) | | | | | | | | |

| [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) | | | | | | | | |

Risk Management and Strategy

To identify, assess and manage cybersecurity risks, we maintain an IT security/cybersecurity program (Cybersecurity Program) that is informed in part by international frameworks as well as our specific security requirements and cybersecurity risk profile.

We have implemented policies, procedures, processes and administrative, physical and technical controls designed to protect, defend and mitigate effects to us from cybersecurity threats and incidents.

For example, we provide recurring employee cybersecurity training to help our employees better understand cybersecurity threats, our policies, actions and approach to managing this type of risk and how they can help increase our security posture.

Our Cybersecurity Program also includes an incident response process that is overseen by our Vice President of Cybersecurity and supported by an internal team of cybersecurity specialists, with involvement from business, legal and senior management as appropriate.

In the event of a cybersecurity incident, a technical cybersecurity team investigates and addresses the threat, while a cross-functional team assesses the incident to inform criticality determinations and response efforts, including escalations of the incident to senior management as appropriate.

We evaluate and update our cybersecurity risk profile through ongoing assessment of the cybersecurity threat landscape and security monitoring.

Our cybersecurity risk profile is used as an input to identify, assess and update our Cybersecurity Program, and associated priorities are updated as new risk information becomes available.

Information security, including cybersecurity, is also incorporated into our overall Enterprise Risk Management (ERM) program.

Our ERM Operating Committee includes members in senior leadership positions across various functional areas that evaluate enterprise risks and develop and monitor associated mitigation plans.

Cybersecurity related risks are included in the risk universe that the committee evaluates to assess top risks to the enterprise.

As part of our ERM program, our executive leadership team receives annual updates on enterprise risks, including cybersecurity risks, as well as their potential impact, likelihood, potential mitigation plans and status.

Our Cybersecurity Program, and portions thereof, are periodically reviewed by third-party assessors, consultants, auditors or other firms.

For example, we periodically conduct penetration tests and tabletop exercises to simulate attacks against our infrastructure, systems, or portions thereof, in order to validate the efficacy of our security controls and response capabilities.

Such exercises are typically conducted with assistance from third-party advisors and experts.

Incident response efforts are also supported by external resources such as legal advisors, cybersecurity forensic firms, communications specialists, and other outside advisors and experts as well as law enforcement support, as appropriate.

We benefit from engaging third parties to provide specialized skills, knowledge, tools and resources, and such third parties may also help reduce costs, increase efficiency and/or improve the quality of our Cybersecurity Program.

Our supplier community (including suppliers of IT services and other third-party service providers) plays a large role in Qualcomm’s success, and we believe in engaging with our suppliers to help them protect against cybersecurity threats.

We operate a supplier cybersecurity assurance program, which is integrated with our procurement processes and supported by the relevant groups within the legal organization, to assess and attempt to mitigate potential cybersecurity risks across our supplier community commensurate with their cybersecurity risk.

Specifically, based on a risk classification of the supplier, our third-party risk management process includes steps such as the evaluation of a supplier’s security controls, posture and maturity as well as the identification and treatment of cybersecurity-related risks.

Notwithstanding our Cybersecurity Program as described above, we cannot anticipate, detect, repel or implement fully effective preventative measures against all cybersecurity threats, particularly because the techniques used are increasingly sophisticated and constantly evolving.

Like many companies, we have encountered intrusions and attempts to gain unauthorized access to our IT systems or other attacks and incidents, and we have had third-party service providers who have encountered intrusions.

However, during fiscal 2024, we did not identify any risks from cybersecurity threats that materially affected or are reasonably anticipated to materially affect our business strategy, results of operations or financial condition.

For additional information about the cybersecurity risks we face, including how such risks could affect us in the future, see Part I, Item 1A, “Risk Factors” in this Annual Report, including the Risk Factors titled “*Our business and operations could suffer in the event of security breaches of our IT systems, or other misappropriation of our technology, intellectual property or other proprietary or confidential information”* and *“Failures in our products, or in the products of our customers or licensees, including those resulting from security vulnerabilities, defects or errors, could harm our business.”*

Governance

Our Board of Directors has primary responsibility for oversight of our risk management efforts, with support from its standing committees.

In particular, the Audit Committee of our Board assists the Board in fulfilling its oversight responsibilities with respect to our Cybersecurity Program.

As part of its oversight of IT security/cybersecurity matters, the Audit Committee receives cybersecurity updates on a quarterly basis and an IT security/cybersecurity briefing from management, typically including our Vice President of Cybersecurity, on at least a semi-annual basis.

At least annually, the full Board also receives updates on the Cybersecurity Program and cybersecurity risks.

In addition to this regular reporting, significant cybersecurity threats or incidents may also be escalated on an as-needed basis through our organizational structure in accordance with our incident response process.

Key elements of our Cybersecurity Program, including defending against key cybersecurity threats and risks, are overseen by our Vice President of Cybersecurity, the Information Security and Risk Management (ISRM) organization, and

certain legal functions under the office of the General Counsel, which includes subject matter experts focused on identifying and managing cybersecurity threats and consequences where technically feasible and commensurate with risk.

Our Vice President of Cybersecurity has over 20 years of experience in cybersecurity gained across numerous leadership roles in Qualcomm’s IT and Cybersecurity organization, including security architecture, risk and compliance, incident response, security operations and identity management.

That experience is supplemented by the collective experience and expertise across the ISRM organization, which includes the Cyber Security Operations Center, Cyber Defense Engineering Services, Cyber Identity and Architecture, Cyber Governance Risk and Compliance, and Threat Intelligence teams, among others.

The Cybersecurity Program is also supported by additional members of senior management, including our Chief Financial Officer and Chief Operating Officer, Chief Technology Officer, Chief Human Resources Officer and General Counsel, through regular reporting and review.

Not applicable.

At September [removed: 24, 2023,] [added: 29, 2024,] we occupied the following facilities (square footage in millions):

| Owned facilities | | | 4.5 | | | | | | [removed: 1.2] [added: 1.3] | | | | | | [removed: 5.7] [added: 5.8] | | |

| Leased facilities | | | 0.8 | | | | | | [removed: 7.1] [added: 7.5] | | | | | | [removed: 7.9] [added: 8.3] | | |

Several other owned and leased facilities are under construction totaling approximately [removed: 1.6] [added: 0.8] million additional square feet, primarily related to the construction of new facilities in India.

| Total | | | 5.3 | | | | | | 8.8 | | | | | | 14.1 | | |

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

Our common stock is traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “QCOM.” At [removed: October 30, 2023,] [added: November 4, 2024,] there were [removed: 6,124] [added: 5,848] holders of record of our common stock.

Our purchases of our common stock in the fourth quarter of fiscal [removed: 2023] [added: 2024] were:

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

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: 24, 2023.][added: 29, 2024.]

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: 30, 2018] [added: 29, 2019] and that all dividends were reinvested.

[removed: ][added: ]

| June 24, 2024 to July 21, 2024 | | | 1,090 | | | | | | $ | 202.29 | | | | | 1,090 | | | | | | $ | 2,108 | |

| July 22, 2024 to August 25, 2024 | | | 3,006 | | | | | | 170.63 | | | | | | 3,006 | | | | | | 1,595 | | |

| August 26, 2024 to September 29, 2024 | | | 3,406 | | | | | | 167.02 | | | | | | 3,406 | | | | | | 1,026 | | |

| Total | | | 7,502 | | | | | | | | | | | | 7,502 | | | | | | | | |

At September 29, 2024, $1.0 billion remained authorized for repurchase under this stock repurchase program.

On November 6, 2024, we announced a new $15.0 billion stock repurchase authorization, which is in addition to the aforementioned program.

| 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 | | | | | | | | |

At September 24, 2023, $5.1 billion remained authorized for repurchase.

The information required by this item is included in this Annual Report on pages F-1 through [removed: F-29.][added: F-28.]

Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of September [removed: 24, 2023.][added: 29, 2024.]

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: 24, 2023,] [added: 29, 2024,] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On September 12, 2024, Cristiano Amon, our President and Chief Executive Officer, acting as trustee on behalf of his family trust, terminated the trust’s Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K), which provided for the sale of up to 75,000 shares of our common stock and was previously scheduled to terminate on September 30, 2025, and adopted a new Rule 10b5-1 trading arrangement.

The new plan provides for the sale of up to 60,000 shares of our common stock and is scheduled to terminate on September 30, 2025.

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.

[removed: The information required by this item regarding directors is incorporated by reference to our 2024 Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders (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 [removed: is incorporated by reference to] [added: will be included in] our [removed: 2024] [added: 2025] Proxy Statement [removed: in the section titled “Corporate Governance” under the headings “Code of Ethics] and [removed: Corporate Governance Principles and Practices” and “Board Meetings, Committees and Attendance.”][added: is incorporated herein by reference.]

The information required by this item regarding directors will be included in our definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders (2025 Proxy Statement), and is incorporated herein by reference.

The information required by this item will be included in our 2025 Proxy Statement and is incorporated herein by reference.

The information required by this item is incorporated by reference to our 2024 Proxy Statement in the section titled “Executive Compensation and Related Information” under the heading “Compensation Discussion and Analysis,” in the sections titled “HR and Compensation Committee Report,” “Compensation Tables and Narrative Disclosures” and “Director 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 will be included in our 2025 Proxy Statement and is incorporated herein by reference.

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

The information required by this item will be included in our 2025 Proxy Statement and is incorporated herein by reference.

The information required by this item is incorporated by reference to our 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 will be included in our 2025 Proxy Statement and is incorporated herein by reference.

The information required by this item is incorporated by reference to our 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](#i57f6c49b29cd4e6996f8c5a8c66d5d80_181)] [added: [F-1](#i514ce6a0fc204465ad7d4e40bef88bdf_184)] | | | | | | | | |

| Consolidated Balance Sheets at September [removed: 24, 2023] [added: 29, 2024] and September [removed: 25, 2022] [added: 24, 2023] | | | | | | [removed: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_184)3] [added: [F-](#i514ce6a0fc204465ad7d4e40bef88bdf_187)3] | | | | | | | | |

| Consolidated Statements of Operations for Fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_187)4] [added: [F-](#i514ce6a0fc204465ad7d4e40bef88bdf_190)4] | | | | | | | | |

| Consolidated Statements of Comprehensive Income for Fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_190)5] [added: [F-](#i514ce6a0fc204465ad7d4e40bef88bdf_193)5] | | | | | | | | |

| Consolidated Statements of Cash Flows for Fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_193)6] [added: [F-](#i514ce6a0fc204465ad7d4e40bef88bdf_196)6] | | | | | | | | |

| Consolidated Statements of Stockholders’ Equity for Fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_199)7] [added: [F-](#i514ce6a0fc204465ad7d4e40bef88bdf_202)7] | | | | | | | | |

| Notes to Consolidated Financial Statements | | | | | | [removed: [F-](#i57f6c49b29cd4e6996f8c5a8c66d5d80_202)8] [added: [F-](#i514ce6a0fc204465ad7d4e40bef88bdf_205)8] | | | | | | | | |

| (2) Schedule II - Valuation and Qualifying Accounts for Fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: [S-1](#i57f6c49b29cd4e6996f8c5a8c66d5d80_253)] [added: [S-1](#i514ce6a0fc204465ad7d4e40bef88bdf_259)] | | | | | | | | |

| 2.1 | | | | | | [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. [removed: (1)](http://www.sec.gov/Archives/edgar/data/804328/000110465921122578/tm2129124d1_ex2-1.htm)] [added: (1)](https://www.sec.gov/Archives/edgar/data/804328/000110465921122578/tm2129124d1_ex2-1.htm)] | | | | | | 8-K | | | | | | 10/4/2021 | | | | | | 2.1 | | | | | | | | |

| 3.1 | | | | | | [Amended and Restated Certificate of [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/804328/000172894918000029/qcom04182018ex31.htm).] [added: Incorporation](https://www.sec.gov/Archives/edgar/data/804328/000080432824000020/qcom030524ex31.htm).] | | | | | | 8-K | | | | | | [removed: 4/20/2018] [added: 3/7/2024] | | | | | | 3.1 | | | | | | | | |

| 3.2 | | | | | | [Amended and Restated [removed: Bylaws.](http://www.sec.gov/Archives/edgar/data/804328/000080432823000033/ex-32amendedandrestatedbyl.htm)] [added: Bylaws.](https://www.sec.gov/Archives/edgar/data/804328/000080432824000020/qcom030524ex32.htm)] | | | | | | 8-K | | | | | | [removed: 7/21/2023] [added: 3/7/2024] | | | | | | 3.2 | | | | | | | | |

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

| 4.2 | | | | | | [Officers’ Certificate, dated May 20, 2015, for the Floating Rate Notes due 2018, the Floating Rate Notes due 2020, the 1.400% Notes due 2018, the 2.250% Notes due 2020, the 3.000% Notes due 2022, the 3.450% Notes due 2025, the 4.650% Notes due 2035 and the 4.800% Notes due [removed: 2045.](http://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex42.htm)] [added: 2045.](https://www.sec.gov/Archives/edgar/data/804328/000119312515195451/d931327dex42.htm)] | | | | | | 8-K | | | | | | 5/21/2015 | | | | | | 4.2 | | | | | | | | |

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

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

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

| 4.6 | | | | | | [Officers’ Certificate, dated May 26, 2017, for the Floating Rate Notes due 2019, the Floating Rate Notes due 2020, the Floating Rate Notes due 2023, the 1.850% Notes due 2019, the 2.100% Notes due 2020, the 2.600% Notes due 2023, the 2.900% Notes due 2024, the 3.250% Notes due 2027 and the 4.300% Notes due [removed: 2047.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex42.htm)] [added: 2047.](https://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex42.htm)] | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | 4.2 | | | | | | | | |

| 4.7 | | | | | | [Form of [removed: 2.900%] [added: 3.250%] Notes due [removed: 2024.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex49.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex410.htm)] | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | [removed: 4.9] [added: 4.10] | | | | | | | | |

| 4.8 | | | | | | [Form of [removed: 3.250%] [added: 4.300%] Notes due [removed: 2027.](http://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex410.htm)] [added: 2047.](https://www.sec.gov/Archives/edgar/data/804328/000119312517189502/d383851dex411.htm)] | | | | | | 8-K | | | | | | 5/31/2017 | | | | | | [removed: 4.10] [added: 4.11] | | | | | | | | |

| [removed: 4.10] [added: 4.9] | | | | | | [Officers’ Certificate, dated May 8, 2020, for the 2.150% Notes due 2030 and the 3.250% Notes due [removed: 2050.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-2.htm)] [added: 2050.](https://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-2.htm)] | | | | | | 8-K | | | | | | 5/11/2020 | | | | | | 4.2 | | | | | | | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Form of 2.150% Notes due [removed: 2030.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-3.htm)] [added: 2030.](https://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-3.htm)] | | | | | | 8-K | | | | | | 5/11/2020 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.12] [added: 4.11] | | | | | | [Form of 3.250% Notes due [removed: 2050.](http://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-4.htm)] [added: 2050.](https://www.sec.gov/Archives/edgar/data/804328/000110465920058923/tm2015417d4_ex4-4.htm)] | | | | | | 8-K | | | | | | 5/11/2020 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.13] [added: 4.12] | | | | | | [Officers’ Certificate, dated August 14, 2020, for the 1.300% Notes due 2028 and the 1.650% Notes due [removed: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-2.htm)] [added: 2032.](https://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-2.htm)] | | | | | | 8-K | | | | | | 8/18/2020 | | | | | | 4.2 | | | | | | | | |

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

| [removed: 4.15] [added: 4.14] | | | | | | [Form of 1.650% Rule 144A Global Notes due [removed: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-5.htm)] [added: 2032.](https://www.sec.gov/Archives/edgar/data/804328/000110465920096322/tm2027698d1_ex4-5.htm)] | | | | | | 8-K | | | | | | 8/18/2020 | | | | | | 4.5 | | | | | | | | |

| [removed: 4.16] [added: 4.15] | | | | | | [Officers’ Certificate, dated January 6, 2021, for the 1.300% Notes due 2028 and the 1.650% Notes due [removed: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex423.htm)] [added: 2032.](https://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex423.htm)] | | | | | | 10-Q | | | | | | 2/3/2021 | | | | | | 4.23 | | | | | | | | |

| [removed: 4.17] [added: 4.16] | | | | | | [Form of 1.300% Notes due [removed: 2028.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex424.htm)] [added: 2028.](https://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex424.htm)] | | | | | | 10-Q | | | | | | 2/3/2021 | | | | | | 4.24 | | | | | | | | |

| [removed: 4.18] [added: 4.17] | | | | | | [Form of 1.650% Notes due [removed: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex425.htm)] [added: 2032.](https://www.sec.gov/Archives/edgar/data/804328/000172894921000022/qcom122720ex425.htm)] | | | | | | 10-Q | | | | | | 2/3/2021 | | | | | | 4.25 | | | | | | | | |

| [removed: 4.19] [added: 4.18] | | | | | | [Officers’ Certificate, dated May 9, 2022, for the 4.250% Notes due 2032 and the 4.500% Notes due [removed: 2052.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-2.htm)] [added: 2052.](https://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-2.htm)] | | | | | | 8-K | | | | | | 5/9/2022 | | | | | | 4.2 | | | | | | | | |

| [removed: 4.20] [added: 4.19] | | | | | | [Form of 4.250% Notes due [removed: 2032.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-3.htm)] [added: 2032.](https://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-3.htm)] | | | | | | 8-K | | | | | | 5/9/2022 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.21] [added: 4.20] | | | | | | [Form of 4.500% Notes due [removed: 2052.](http://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-4.htm)] [added: 2052.](https://www.sec.gov/Archives/edgar/data/804328/000110465922057562/tm2213834d4_ex4-4.htm)] | | | | | | 8-K | | | | | | 5/9/2022 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.22] [added: 4.21] | | | | | | [Officers’ Certificate, dated November 9, 2022, for the 5.400% Notes due 2033 and the 6.000% Notes due [removed: 2053.](http://www.sec.gov/Archives/edgar/data/804328/000110465922116535/tm2230101d1_ex4-2.htm)] [added: 2053.](https://www.sec.gov/Archives/edgar/data/804328/000110465922116535/tm2230101d1_ex4-2.htm)] | | | | | | 8-K | | | | | | 11/9/2022 | | | | | | 4.2 | | | | | | | | |

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

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

| [removed: 4.25] [added: 4.24] | | | | | | [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, dated as of December 8, 2020, among] [added: Agreement](https://www.sec.gov/Archives/edgar/data/804328/000080432824000061/qcom080824ex101.htm) [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 (as amended by the LIBOR Transition Amendment dated as of December 21, 2021 and as further amended by Amendment No. 2] [added: issuer](https://www.sec.gov/Archives/edgar/data/804328/000080432824000061/qcom080824ex101.htm)[,] dated [removed: as] [added: a](https://www.sec.gov/Archives/edgar/data/804328/000080432824000061/qcom080824ex101.htm)[s] of [removed: March 10, 2023).](http://www.sec.gov/Archives/edgar/data/804328/000080432823000023/qcom032623ex101.htm)] [added: Au](https://www.sec.gov/Archives/edgar/data/804328/000080432824000061/qcom080824ex101.htm)[g](https://www.sec.gov/Archives/edgar/data/804328/000080432824000061/qcom080824ex101.htm)[ust 8, 2024](https://www.sec.gov/Archives/edgar/data/804328/000080432824000061/qcom080824ex101.htm)[.](https://www.sec.gov/Archives/edgar/data/804328/000080432824000061/qcom080824ex101.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 5/3/2023] [added: 8/9/2024] | | | | | | 10.1 | | | | | | | | |

| 10.2 | | | | | | [Form of Indemnity Agreement between [removed: the Company and] [added: the](https://www.sec.gov/Archives/edgar/data/804328/000123445215000271/qcom92715ex101.htm) [Q](https://www.sec.gov/Archives/edgar/data/804328/000123445215000271/qcom92715ex101.htm)[UA](https://www.sec.gov/Archives/edgar/data/804328/000123445215000271/qcom92715ex101.htm)[LCOMM Incorporated](https://www.sec.gov/Archives/edgar/data/804328/000123445215000271/qcom92715ex101.htm) [and] its directors and officers. [removed: (2)](http://www.sec.gov/Archives/edgar/data/804328/000123445215000271/qcom92715ex101.htm)] [added: (2)](https://www.sec.gov/Archives/edgar/data/804328/000123445215000271/qcom92715ex101.htm)] | | | | | | 10-K | | | | | | 11/4/2015 | | | | | | 10.1 | | | | | | | | |

| 10.3 | | | | | | [Amended and Restated 2016 Long-Term Incentive Plan. [removed: (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894920000031/qcom03292020ex107.htm)] [added: (2)](https://www.sec.gov/Archives/edgar/data/804328/000172894920000031/qcom03292020ex107.htm)] | | | | | | 10-Q | | | | | | 4/29/2020 | | | | | | 10.7 | | | | | | | | |

| 10.4 | | | | | | [Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended. [removed: (2)](http://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1062.htm)] [added: (2)](https://www.sec.gov/Archives/edgar/data/804328/000172894918000039/qcom032518ex1062.htm)] | | | | | | 10-Q | | | | | | 4/25/2018 | | | | | | 10.62 | | | | | | | | |

| 10.5 | | | | | | [added: [Amended](https://www.sec.gov/Archives/edgar/data/804328/000080432824000039/qcom032424ex105.htm) [and Restated](https://www.sec.gov/Archives/edgar/data/804328/000080432824000039/qcom032424ex105.htm)] [QUALCOMM Incorporated 2023 Long-Term Incentive [removed: 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)] [added: Plan. (2)](https://www.sec.gov/Archives/edgar/data/804328/000080432824000039/qcom032424ex105.htm)] | | | | | | 10-Q | | | | | | [removed: 05/3/2023] [added: 05/1/2024] | | | | | | [removed: 10.26] [added: 10.5] | | | | | | | | |

| 10.12 | | | | | | [Form of Qualcomm Incorporated 2023 Long-Term Incentive Plan Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Agreement (202](https://www.sec.gov/Archives/edgar/data/804328/000080432824000075/qcom092924ex1012.htm)[4](https://www.sec.gov/Archives/edgar/data/804328/000080432824000075/qcom092924ex1012.htm) [Form). (2)](https://www.sec.gov/Archives/edgar/data/804328/000080432824000075/qcom092924ex1012.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.13 | | | | | | [Form of Qualcomm Incorporated 2023 Long-Term Incentive Plan Executive Restricted Stock Unit Award Grant Notice and Executive Restricted Stock Unit Award Agreement (202](https://www.sec.gov/Archives/edgar/data/804328/000080432824000075/qcom092924ex1013.htm)[4](https://www.sec.gov/Archives/edgar/data/804328/000080432824000075/qcom092924ex1013.htm) [Form). (2)](https://www.sec.gov/Archives/edgar/data/804328/000080432824000075/qcom092924ex1013.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 19 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/804328/000080432824000075/qcom092924ex19.htm)[.](https://www.sec.gov/Archives/edgar/data/804328/000080432824000075/qcom092924ex19.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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

| November [removed: 1, 2023] [added: 6, 2024] | | | By | | | /s/ Cristiano R. Amon | | | | | |

| /s/ Cristiano R. Amon | | | | | | President and Chief Executive Officer, and Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Akash Palkhiwala | | | | | | Chief Financial Officer [added: and Chief Operating Officer] | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Neil Martin | | | | | | Senior Vice President, Finance and Chief Accounting Officer | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Sylvia Acevedo | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Mark Fields | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Jeffrey W. Henderson | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Gregory N. Johnson | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Ann M. Livermore | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Mark D. McLaughlin | | | | | | Chair of the Board | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Jamie S. Miller | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Irene B. Rosenfeld | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Kornelis (Neil) Smit | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Jean-Pascal Tricoire | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

| /s/ Anthony J. Vinciquerra | | | | | | Director | | | | | | November [removed: 1, 2023] [added: 6, 2024] | | |

We have audited the accompanying consolidated balance sheets of QUALCOMM Incorporated and its subsidiaries (the “Company”) as of September [removed: 24, 2023] [added: 29, 2024] and September [removed: 25, 2022,] [added: 24, 2023,] 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: 24, 2023,] [added: 29, 2024,] 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: 24, 2023,] [added: 29, 2024,] 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: 24, 2023] [added: 29, 2024] and September [removed: 25, 2022,] [added: 24, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 24, 2023] [added: 29, 2024] 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: 24, 2023,] [added: 29, 2024,] 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: $30.4] [added: $33.2] billion in fiscal [removed: 2023,] [added: 2024,] records reductions to revenues for customer incentive arrangements, including volume-related and other pricing rebates and cost reimbursements for marketing and other activities involving certain products and technologies, in the period that the related revenues are earned.

These procedures included testing the effectiveness of controls relating to management’s review of and accounting for 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: 2023] [added: 2024] and accruals for QCT customer incentive arrangements as of the balance sheet date.

| | | | [added: | | | | | | | | | | | | | | | | | | | | |] September [added: 29, 2024 | | | | | | September] 24, 2023 | | | | | | September 25, 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 8,450] [added: 7,849] | | | | | $ | [removed: 2,773] [added: 8,450] | |

| Marketable securities | | | [removed: 2,874] [added: 5,451] | | | | | | [removed: 3,609] [added: 2,874] | | |

| Accounts receivable, net | | | [removed: 3,183] [added: 3,929] | | | | | | [removed: 5,643] [added: 3,183] | | |

| Inventories | | | [removed: 6,422] [added: 6,423] | | | | | | [removed: 6,341] [added: 6,422] | | |

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

| Other current assets | | | [removed: 1,194] [added: 1,579] | | | | | | [removed: 1,625] [added: 1,194] | | |

| Total current assets | | | [removed: 22,464] [added: 25,231] | | | | | | [removed: 20,724] [added: 22,464] | | |

| Deferred tax assets | | | [removed: 3,310] [added: 5,162] | | | | | | [removed: 1,803] [added: 3,310] | | |

| Property, plant and equipment, net | | | [removed: 5,042] [added: 4,665] | | | | | | [removed: 5,168] [added: 5,042] | | |

| Goodwill | | | [removed: 10,642] [added: 10,799] | | | | | | [removed: 10,508] [added: 10,642] | | |

| Other intangible assets, net | | | [removed: 1,408] [added: 1,244] | | | | | | [removed: 1,882] [added: 1,408] | | |

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

| Other assets | | | [removed: 8,086] [added: 8,053] | | | | | | [removed: 7,729] [added: 8,086] | | |

| Total assets | | | $ | [removed: 51,040] [added: 55,154] | | | | | $ | [removed: 49,014] [added: 51,040] | |

| Trade accounts payable | | | $ | [removed: 1,912] [added: 2,584] | | | | | $ | [removed: 3,796] [added: 1,912] | |

| Payroll and other benefits related liabilities | | | [removed: 1,685] [added: 1,834] | | | | | | [removed: 1,486] [added: 1,685] | | |

| Unearned revenues | | | [removed: 293] [added: 297] | | | | | | [removed: 369] [added: 293] | | |

| Short-term debt | | | [removed: 914] [added: 1,364] | | | | | | [removed: 1,945] [added: 914] | | |

| /s/ Marie Myers | | | | | | Director | | | | | | November 6, 2024 | | |

| Marie Myers | | | | | | | | | | | | | | |

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

November 6, 2024

| Discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | 0.03 | | | | | | (0.10) | | | | | | (0.04) | | |

| Common stock issued in acquisition | | | 23 | | | | | | — | | | | | | — | | |

| Net income | | | 10,142 | | | | | | 7,232 | | | | | | 12,936 | | |

Our technologies and products have helped power the growth in smartphones and other connected devices.

We are scaling our innovations across industries and applications beyond mobile handsets, including automotive and the internet of things (IoT).

Fiscal 2024 included 53 weeks, and fiscal years 2023 and 2022 included 52 weeks.

Our fiscal year for 2025 will include 52 weeks.

valuations in recently completed or anticipated financings, and recognize a charge to investment and other income (expense), net for the difference between the estimated fair value and the carrying value.

| | | | $ | 5,565 | | | | | $ | 5,149 | |

| | | | September 29, 2024 | | | | | | September 24, 2023 | | |

| | | | $ | 5,565 | | | | | $ | 5,149 | |

Our assumptions of future product demand are

performance obligations.

Our payment terms are generally short-term in duration, with payment due shortly after delivery for product sales and within the following quarter for QTL sales-based royalties.

Significant judgments and estimates are required in

Recent Accounting Pronouncements Not Yet Adopted.

*Segment Reporting Disclosures:* In November 2023, the Financial Accounting Standards Board (FASB) issued new requirements to disclose certain incremental segment information on an annual and interim basis, including (among other items) additional disclosure about significant segment expenses.

We will adopt the new requirements for our annual periods starting in fiscal 2025 (and interim periods thereafter) on a retrospective basis.

*Income Tax Disclosures:* In December 2023, the FASB issued new requirements to disclose annually certain additional detailed income tax information related to the effective tax rate reconciliation and income taxes paid, among other items.

We will adopt the new requirements starting in fiscal 2026 on a retrospective basis.

*Income Statement - Expense Disaggregation Disclosures*: In November 2024, the FASB issued new requirements to disclose certain additional expense information on an annual and interim basis, including (among other items) the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each income statement expense caption, as applicable.

We will adopt the new requirements starting in fiscal 2028 on a prospective basis.

| | | | September 29, 2024 | | | | | | September 24, 2023 | | |

| | | | $ | 3,929 | | | | | $ | 3,183 | |

| | | | September 29, 2024 | | | | | | September 24, 2023 | | |

| | | | $ | 6,423 | | | | | $ | 6,422 | |

| | | | September 29, 2024 | | | | | | September 24, 2023 | | |

| | | | 13,541 | | | | | | 12,710 | | |

| | | | $ | 4,665 | | | | | $ | 5,042 | |

| Acquisitions | | | | | | 126 | | | | | | — | | | | | | | | | | | | 126 | | |

| Balance at September 29, 2024 (1) | | | | | | $ | 10,065 | | | | | $ | 734 | | | | | | | | | | | $ | 10,799 | |

| | | | September 29, 2024 | | | | | | | | | | | | | | | | | | September 24, 2023 | | | | | | | | | | | | | | |

| | | | $ | 2,567 | | | | | $ | (1,323) | | | | | 9 | | | | | | $ | 4,362 | | | | | $ | (2,954) | | | | | 11 | | |

| | | | September 29, 2024 | | | | | | September 24, 2023 | | |

| | | | $ | 1,341 | | | | | $ | 1,236 | |

(1) Cumulative unrealized gains were $370 million and $241 million at September 29, 2024 and September 24, 2023, respectively.

November 1, 2023

QUALCOMM Incorporated

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

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

| Stock awards assumed in acquisition | | | — | | | | | | — | | | | | | 10 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our technologies and products are used in mobile devices and other wireless products, including those used in the internet of things (IoT) and automotive systems for connectivity, digital cockpit and advanced driver assistance and automated driving (ADAS/AD).

The fiscal years presented each included 52 weeks.

For

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

inventory on hand.

satisfied.

From time to time, regulatory authorities investigate our business practices, particularly with respect to our licensing business, and institute proceedings against us.

Depending on the matter, various remedies that could result from an unfavorable resolution include, among others, the loss of our ability to enforce one or more of our patents; injunctions; monetary damages or fines or other orders to pay money; the issuance of orders to cease certain conduct or modify our business practices, such as requiring us to reduce our royalty rates, reduce the base on which our royalties are calculated, grant patent licenses to chipset manufacturers, sell chipsets to unlicensed original equipment manufacturers (OEMs) or modify or renegotiate some or all of our existing license agreements; and determinations that some or all of our license agreements are invalid or unenforceable.

have been made related to such amounts previously recorded.

appeals or litigation processes, if any.

In August 2022, the Inflation Reduction Act was enacted in the United States, which included, among other items, a 1% excise tax on certain net stock repurchases that became effective for us after December 31.

2022.

Any such excise tax on our stock repurchases will be recorded as a component of stockholders’ equity.

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

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

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

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

| Balance at September 26, 2021 | | | | | | $ | 6,523 | | | | | $ | 723 | | | | | | | | | | | $ | 7,246 | |

| Acquisitions | | | | | | 3,375 | | | | | | 12 | | | | | | | | | | | | 3,387 | | |

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

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

| Income taxes payable | | | 1,717 | | | | | | 634 | | |

| | | | $ | 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.

RFFE revenues include revenues from the sale of 4G, 5G sub 6 and 5G millimeter wave RFFE products (a substantial portion of which relate to mobile handsets) and exclude radio frequency transceiver components.

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.

recognized as revenues as of the end of the reporting period and exclude revenues related to (a) contracts that have an original expected duration of one year or less and (b) sales-based royalties (i.e., future royalty revenues) pursuant to our license agreements.

Actions associated with restructuring plans initiated in the first half of fiscal 2023 were substantially completed (including payments of the related severance) by the end of fiscal 2023.

Given the continued uncertainty in the macroeconomic and demand environment, we initiated additional restructuring actions in the fourth quarter of fiscal 2023 to enable investments in key growth and diversification opportunities.

These actions resulted in $385 million in accrued severance costs in the fourth quarter of fiscal 2023.

We anticipate these additional actions to be substantially completed (including payments of the related severance) in the first half of fiscal 2024.

We may incur additional restructuring and restructuring-related charges, as the actual amount of costs may differ from our current expectations and estimates.

| | | | (1,626) | | | | | | (9) | | | | | | (237) | | |