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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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95-3685934
(I.R.S. Employer
Identification No.)
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5775 Morehouse Dr.
San Diego, California
(Address of Principal Executive Offices)
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92121-1714
(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common stock, $0.0001 par value
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NASDAQ Stock Market LLC
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Large accelerated filer
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x
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Accelerated filer
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Non-accelerated filer
(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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QUALCOMM INCORPORATED
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Form 10-K
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For the Fiscal Year Ended September 24, 2017
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Index
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Page
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•
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video coding based on the HEVC (high efficiency video codec) standard, which is being deployed to support 4K video and immersive media content;
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the latest version of 3GPP’s codec for multimedia use and for voice/speech use, which is being deployed commercially;
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multimedia transport, including MPEG-DASH (Dynamic Adaptive Streaming over HTTP) enabling advanced multimedia experiences;
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RFFE (radio frequency front-end) system products for improved signal performance and reduced power consumption, while simplifying the design for manufacturers to develop LTE multimode, multiband devices.
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2017
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2016
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2015
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QCT
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$
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16,479
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$
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15,409
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$
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17,154
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As a percent of total
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74
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%
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65
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%
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68
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%
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QTL
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$
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6,445
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$
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7,664
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$
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7,947
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As a percent of total
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29
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%
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33
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%
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31
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%
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QSI
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$
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113
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$
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47
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$
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4
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As a percent of total
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1
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%
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—
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—
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Our Governance.
We aim to demonstrate accountability, transparency, integrity and ethical business practices throughout our operations and interactions with our stakeholders.
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Our Products.
We strive to meet or exceed industry standards for product responsibility and supplier management.
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Our Workplace.
We endeavor to provide a safe and healthy work environment where diversity is embraced and various opportunities for training, growth and advancement are encouraged for all employees.
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Our Community.
We have strategic relationships with a wide range of local organizations and programs that develop and strengthen communities worldwide.
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Our Environment.
We aim to expand our operations while minimizing our carbon footprint, conserving water and reducing waste.
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Qualcomm® Wireless Reach™.
We invest in strategic programs that foster entrepreneurship, aid in public safety, enhance delivery of health care, enrich teaching and learning and improve environmental sustainability through the use of advanced wireless technologies.
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we could be required to pay a termination fee to NXP of
$2.0 billion
;
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we will have incurred and may continue to incur costs relating to the proposed transaction, many of which are payable by us whether or not the proposed transaction is completed;
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matters relating to the proposed transaction (including integration planning) require substantial commitments of time and resources by our management team and numerous others throughout our organization, which could otherwise have been devoted to other opportunities;
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we may be subject to legal proceedings related to the proposed transaction or the failure to complete the proposed transaction;
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the failure to consummate the proposed transaction may result in negative publicity and a negative perception of us in the investment community; and
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any disruptions to our business resulting from the announcement and pendency of the proposed transaction, including any adverse changes in our relationships with our customers, suppliers, partners or employees, may continue or intensify in the event the proposed transaction is not consummated.
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wireless operators and industries beyond traditional cellular communications deploy alternative technologies;
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wireless operators delay next-generation network deployments, expansions or upgrades and/or delay moving 2G customers to 3G, 3G/4G multimode or 4G wireless devices;
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LTE, an OFDMA-based 4G wireless technology, is not more widely deployed or further commercial deployment is delayed;
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government regulators delay making sufficient spectrum available for 3G, 4G, new unlicensed technologies that we are developing in conjunction with 3G and 4G, as well as for 5G, thereby restricting the ability of wireless operators to deploy or expand the use of these technologies;
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wireless operators delay or do not drive improvements in 3G, 4G or 3G/4G multimode network performance and/or capacity;
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our customers’ and licensees’ revenues and sales of products, particularly premium-tier products, and services using these technologies do not grow or do not grow as quickly as anticipated due to, for example, the maturity of smartphone penetration in developed regions;
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our intellectual property and technical leadership included in the 5G standardization effort is different than in 3G and 4G standards;
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the standardization and/or deployment of 5G technology is delayed; and/or
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we are unable to drive the adoption of our products and services into networks and devices, including devices beyond traditional cellular applications, based on CDMA, OFDMA and other communications technologies.
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differentiate our integrated circuit products with innovative technologies across multiple products and features (e.g., modem, radio frequency front-end (RFFE), graphics and/or other processors, camera and connectivity) and with smaller geometry process technologies that drive performance;
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develop and offer integrated circuit products at competitive cost and price points to effectively cover both emerging and developed geographic regions and all device tiers;
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continue to drive the adoption of our integrated circuit products into the most popular device models and across a broad spectrum of devices, such as smartphones, tablets, laptops, other computing devices, automobiles, wearables and voice and music and other connected devices and infrastructure products;
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maintain and/or accelerate demand for our integrated circuit products at the premium device tier, while increasing the adoption of our products in mid- and low-tier devices, in part by strengthening our integrated circuit product roadmap for, and developing channel relationships in, emerging geographic regions, such as China and India, and by providing turnkey products, which incorporate our integrated circuits, for low- and mid-tier smartphones, tablets and laptops;
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continue to be a leader in 4G technology evolution, including expansion of our LTE-based single mode licensing program in areas where single-mode products are commercialized, and continue to innovate and introduce 4G turnkey, integrated products and services that differentiate us from our competition;
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be a leader serving original equipment manufacturers, high level operating systems (HLOS) providers, operators, cloud providers and other industry participants as competitors, new industry entrants and other factors continue to affect the industry landscape;
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be a preferred partner (and sustain preferred relationships) providing integrated circuit products that support multiple operating system and infrastructure platforms to industry participants that effectively commercialize new devices using these platforms;
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increase and/or accelerate demand for our semiconductor component products, including RFFE, and our wired and wireless connectivity products, including networking products for consumers, carriers and enterprise equipment and connected devices;
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identify potential acquisition targets that will grow or sustain our business or address strategic needs, reach agreement on terms acceptable to us and effectively integrate these new businesses and/or technologies;
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create standalone value and/or contribute to the success of our existing businesses through acquisitions, joint ventures and other transactions (and/or by developing customer, licensee and/or vendor relationships) in new industry segments and/or disruptive technologies, products and/or services (such as products for automotive, IoT (including the connected home, smart cities, wearables, voice and music and robotics), data center, networking, computing, and machine learning, among others);
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become a leading supplier of RFFE products, which are designed to address cellular radio frequency band fragmentation while improving radio frequency performance and assist original equipment manufacturers in developing multiband, multimode mobile devices;
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be a leader in 5G technology development, standardization, intellectual property creation and licensing and develop and commercialize 5G integrated circuit products and services; and/or
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continue to develop brand recognition to effectively compete against better known companies in computing and other consumer driven segments and to deepen our presence in significant emerging geographic regions.
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a reduction, interruption, delay or limitation in our product supply sources;
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a failure by our suppliers to procure raw materials or to provide or allocate adequate manufacturing or test capacity for our products;
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our suppliers’ inability to react to shifts in product demand or an increase in raw material or component prices;
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our suppliers’ delay in developing leading process technologies, or inability to develop or maintain leading process technologies, including transitions to smaller geometry process technologies;
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the loss of a supplier or the inability of a supplier to meet performance, quality or yield specifications or delivery schedules;
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additional expense and/or production delays as a result of qualifying a new supplier and commencing volume production or testing in the event of a loss of or a decision to add or change a supplier; and/or
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natural disasters or geopolitical conflicts, particularly in Asia, impacting our suppliers.
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requiring us to use cash to pay the principal of and interest on our indebtedness, thereby reducing the amount of cash available for other purposes;
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limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, stock repurchases, dividends or other general corporate and other purposes;
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limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and/or
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increasing our vulnerability to interest rate fluctuations to the extent a portion of our debt has variable interest rates.
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Our products and those of our customers and licensees that are sold outside the United States may become less price-competitive, which may result in reduced demand for those products and/or downward pressure on average selling prices;
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Certain of our revenues, such as royalties, that are derived from licensee or customer sales denominated in foreign currencies could decrease;
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Our foreign suppliers may raise their prices if they are impacted by currency fluctuations, resulting in higher than expected costs and lower margins;
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Certain of our costs that are derived from supply contracts denominated in foreign currencies could increase; and/or
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Foreign exchange hedging transactions that we engage in to reduce the impact of currency fluctuations may require the payment of structuring fees, limit the U.S. dollar value of royalties from licensees’ sales that are denominated in foreign currencies, cause earnings volatility if the hedges do not qualify for hedge accounting and expose us to counterparty risk if the counterparty fails to perform.
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United States
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Other Countries
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Total
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Owned facilities
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4.6
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0.2
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4.8
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Leased facilities
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1.6
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4.6
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6.2
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Total
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6.2
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4.8
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11.0
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High ($)
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Low ($)
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Dividends ($)
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2017
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First quarter
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71.62
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61.86
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0.53
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Second quarter
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67.58
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52.37
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0.53
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Third quarter
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59.89
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51.05
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0.57
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Fourth quarter
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57.69
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48.92
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0.57
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2016
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First quarter
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61.19
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45.93
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0.48
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Second quarter
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53.52
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42.24
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0.48
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Third quarter
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56.27
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49.67
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0.53
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Fourth quarter
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64.00
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50.84
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0.53
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Total Number of
Shares Purchased
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Average Price Paid Per Share (1)
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares that May Yet Be
Purchased Under the Plans or Programs
(2)
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(In thousands)
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(In thousands)
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(In millions)
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June 26, 2017 to July 23, 2017
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—
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$
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—
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—
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$
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1,959
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July 24, 2017 to August 20, 2017
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2,854
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52.54
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2,854
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1,809
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August 21, 2017 to September 24, 2017
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3,268
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50.47
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3,268
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1,644
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Total
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6,122
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6,122
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(1)
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Average Price Paid Per Share excludes cash paid for commissions.
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(2)
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On
March 9, 2015
, we announced a repurchase program authorizing us to repurchase up to
$15 billion
of our common stock. At
September 24, 2017
,
$1.6 billion
remained authorized for repurchase. The stock repurchase program has no expiration date.
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Years Ended (1)
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September 24, 2017
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September 25, 2016
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September 27, 2015
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September 28, 2014
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September 29, 2013
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(In millions, except per share data)
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Statement of Operations Data:
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Revenues
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$
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22,291
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$
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23,554
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$
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25,281
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$
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26,487
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$
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24,866
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Operating income
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2,614
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6,495
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5,776
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7,550
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7,230
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Income from continuing operations (2)
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2,465
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5,702
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5,268
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7,534
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6,845
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Discontinued operations, net of income taxes
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—
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—
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—
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430
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—
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Net income attributable to Qualcomm
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2,466
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5,705
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5,271
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7,967
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6,853
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Per Share Data:
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Basic earnings per share attributable to Qualcomm:
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Continuing operations
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$
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1.67
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$
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3.84
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$
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3.26
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$
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4.48
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$
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3.99
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Discontinued operations
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—
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—
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—
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0.25
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—
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Net income
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1.67
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3.84
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3.26
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4.73
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3.99
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Diluted earnings per share attributable to Qualcomm:
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Continuing operations
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1.65
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3.81
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3.22
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4.40
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3.91
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|||||
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Discontinued operations
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—
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—
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—
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0.25
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—
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|||||
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Net income
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1.65
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3.81
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3.22
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4.65
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3.91
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|||||
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Dividends per share announced
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2.20
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|
2.02
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1.80
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1.54
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|
1.20
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Balance Sheet Data:
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Cash, cash equivalents and marketable securities
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$
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38,578
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$
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32,350
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$
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30,947
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$
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32,022
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$
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29,406
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Total assets
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65,486
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52,359
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50,796
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48,574
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45,516
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Short-term debt (3)
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2,495
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|
1,749
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|
1,000
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—
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—
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|||||
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Long-term debt (4)
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19,398
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|
|
10,008
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|
9,969
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|
|
—
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|
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—
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|
|||||
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Other long-term liabilities (5)
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2,432
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|
|
895
|
|
|
817
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|
|
428
|
|
|
550
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|
|||||
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Total stockholders’ equity
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30,746
|
|
|
31,768
|
|
|
31,414
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|
|
39,166
|
|
|
36,087
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|
|||||
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(1)
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Our fiscal year ends on the last Sunday in September. The fiscal years ended
September 24, 2017
,
September 25, 2016
,
September 27, 2015
,
September 28, 2014
and
September 29, 2013
each included 52 weeks.
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(2)
|
Revenues in fiscal 2017 were negatively impacted by actions taken by Apple and its contract manufacturers as well as the previously disclosed dispute with another licensee, who did not fully report or fully pay royalties due in the last three quarters of fiscal 2017, as well as the $940 million reduction to revenues recorded related to the BlackBerry arbitration. Operating income was further negatively impacted by $927 million and $778 million in charges related to the fines imposed by the KFTC and the TFTC, respectively.
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|
(3)
|
Short-term debt was comprised of outstanding commercial paper and, in fiscal 2017, the current portion of long-term debt.
|
|
(4)
|
Long-term debt was comprised of floating- and fixed-rate notes.
|
|
(5)
|
Other long-term liabilities in this balance sheet data exclude unearned revenues.
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•
|
The transition of wireless networks and devices to 3G/4G (CDMA-single mode, OFDMA-single mode and CDMA/OFDMA multi-mode) continued around the world. 3G/4G connections increased to approximately 4.7 billion, up 16% year-over-year, and represent approximately 60% of total mobile connections at the end of fiscal 2017, up from 54% at the end of fiscal 2016.
(1)
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|
•
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We continue to invest significant resources toward advancements primarily in support of 4G OFDMA- and 5G-based technologies as well as other technologies to extend the demand for our products and generate new or expanded licensing opportunities, including within adjacent industry segments outside traditional cellular industries, such as automotive, the Internet of Things (IoT) and networking.
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|
•
|
QCT results were positively impacted by growth in revenues related to adjacent industry segments outside traditional cellular industries, results from our recently formed RF360 Holdings joint venture and cost reduction initiatives achieved under the Strategic Realignment Plan, partially offset by a decline in share at Apple.
|
|
•
|
QTL results were negatively impacted by actions taken by Apple and its contract manufacturers, as well as the previously disclosed dispute with another licensee, who underpaid royalties due in the second quarter of fiscal 2017 and did not report or pay royalties due in the third or fourth quarter of fiscal 2017.
|
|
•
|
In January 2017, we received a formal written decision from the Korea Fair Trade Commission (KFTC) in connection with its investigation of us, which ordered certain remedial actions and imposed a fine of approximately 1.03 trillion Korean Won (approximately $927 million). The fine was paid in March 2017.
|
|
•
|
On October 11, 2017, the Taiwan Fair Trade Commission (TFTC) announced that it had reached a decision in its investigation of us and found us to be in violation of the Taiwan Fair Trade Act. On October 23, 2017, we received the TFTC’s written decision, which prohibits certain conduct, allows for certain competing chip companies and handset manufacturers to request to amend or enter into patent license and other relevant agreements, and imposes a fine of approximately 23.4 billion Taiwan Dollars (approximately
$778 million
based on the exchange rate at September 24, 2017), which was recorded as a charge to other expense in the fourth quarter of fiscal 2017.
|
|
•
|
In May 2017, in connection with the arbitration decision, we entered into a Joint Stipulation Regarding Final Award Agreement with BlackBerry Limited (BlackBerry) and paid to BlackBerry $940 million to cover the award amount, prejudgment interest and attorney’s fees. This amount, which was recorded as a reduction to revenues, also reflected certain amounts that were owed to us by BlackBerry.
|
|
•
|
On
October 27, 2016
, we announced a definitive agreement under which Qualcomm River Holdings, B.V. (Qualcomm River Holdings), an indirect, wholly owned subsidiary of QUALCOMM Incorporated, will acquire NXP Semiconductors N.V. (NXP). Pursuant to the definitive agreement, Qualcomm River Holdings has commenced a tender offer to acquire all of the issued and outstanding common shares of NXP for
$110
per share in cash, for estimated total cash consideration to be paid to NXP’s shareholders of
$38 billion
. NXP is a leader in high-performance, mixed-signal semiconductor electronics in automotive, broad-based microcontrollers, secure identification, network processing and RF power products. The transaction is subject to receipt of regulatory approvals in various jurisdictions and other closing conditions. While we continue to work to close by the end of calendar 2017, the transaction may close in early 2018.
|
|
•
|
In
May 2017
, we issued an aggregate principal amount of
$11.0 billion
in nine tranches of unsecured floating- and fixed-rate notes, with maturity dates starting in
2019
through
2047
and effective interest rates between
1.80%
and
4.47%
. The proceeds are intended to be used to finance, in part, our proposed acquisition of NXP and other related transactions and for general corporate purposes.
|
|
(1)
|
According to GSMA Intelligence estimates as of
October 30, 2017
(estimates excluded Wireless Local Loop).
|
|
Revenues (in millions)
|
|
|
|
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016 Change
|
|
2016 vs. 2015 Change
|
||||||||||
|
Equipment and services
|
$
|
16,647
|
|
|
$
|
15,467
|
|
|
$
|
17,079
|
|
|
$
|
1,180
|
|
|
$
|
(1,612
|
)
|
|
Licensing
|
5,644
|
|
|
8,087
|
|
|
8,202
|
|
|
(2,443
|
)
|
|
(115
|
)
|
|||||
|
|
$
|
22,291
|
|
|
$
|
23,554
|
|
|
$
|
25,281
|
|
|
$
|
(1,263
|
)
|
|
$
|
(1,727
|
)
|
|
Costs and Expenses (in millions)
|
|
|
|
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016 Change
|
|
2016 vs. 2015 Change
|
||||||||||
|
Cost of revenues
|
$
|
9,792
|
|
|
$
|
9,749
|
|
|
$
|
10,378
|
|
|
$
|
43
|
|
|
$
|
(629
|
)
|
|
Gross margin
|
56
|
%
|
|
59
|
%
|
|
59
|
%
|
|
|
|
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016 Change
|
|
2016 vs. 2015 Change
|
||||||||||
|
Research and development
|
$
|
5,485
|
|
|
$
|
5,151
|
|
|
$
|
5,490
|
|
|
$
|
334
|
|
|
$
|
(339
|
)
|
|
% of revenues
|
25
|
%
|
|
22
|
%
|
|
22
|
%
|
|
|
|
|
|||||||
|
Selling, general, and administrative
|
$
|
2,658
|
|
|
$
|
2,385
|
|
|
$
|
2,344
|
|
|
$
|
273
|
|
|
$
|
41
|
|
|
% of revenues
|
12
|
%
|
|
10
|
%
|
|
9
|
%
|
|
|
|
|
|||||||
|
Other
|
$
|
1,742
|
|
|
$
|
(226
|
)
|
|
$
|
1,293
|
|
|
$
|
1,968
|
|
|
$
|
(1,519
|
)
|
|
Interest Expense and Investment and Other Income, Net (in millions)
|
|
|
|
|
|
|
|||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016 Change
|
|
2016 vs. 2015 Change
|
||||||||||
|
Interest expense
|
$
|
494
|
|
|
$
|
297
|
|
|
$
|
104
|
|
|
$
|
197
|
|
|
$
|
193
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Investment and other income, net
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest and dividend income
|
$
|
619
|
|
|
$
|
611
|
|
|
$
|
527
|
|
|
$
|
8
|
|
|
$
|
84
|
|
|
Net realized gains on marketable securities
|
456
|
|
|
239
|
|
|
451
|
|
|
217
|
|
|
(212
|
)
|
|||||
|
Net realized gains on other investments
|
74
|
|
|
49
|
|
|
49
|
|
|
25
|
|
|
—
|
|
|||||
|
Impairment losses on marketable securities and other investments
|
(177
|
)
|
|
(172
|
)
|
|
(200
|
)
|
|
(5
|
)
|
|
28
|
|
|||||
|
Equity in net losses of investees
|
(74
|
)
|
|
(84
|
)
|
|
(32
|
)
|
|
10
|
|
|
(52
|
)
|
|||||
|
Net losses on foreign currency transactions
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|||||
|
Net gains (losses) on derivative instruments
|
32
|
|
|
(8
|
)
|
|
17
|
|
|
40
|
|
|
(25
|
)
|
|||||
|
Net gains on deconsolidation of subsidiaries
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(3
|
)
|
|||||
|
|
$
|
900
|
|
|
$
|
635
|
|
|
$
|
815
|
|
|
$
|
265
|
|
|
$
|
(180
|
)
|
|
Income Tax Expense (in millions)
|
|
|
|
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016 Change
|
|
2016 vs. 2015 Change
|
||||||||||
|
Income tax expense
|
$
|
555
|
|
|
$
|
1,131
|
|
|
$
|
1,219
|
|
|
$
|
(576
|
)
|
|
$
|
(88
|
)
|
|
Effective tax rate
|
18
|
%
|
|
17
|
%
|
|
19
|
%
|
|
1
|
%
|
|
(2
|
%)
|
|||||
|
|
2017
|
|
2016
|
|
2015
|
|||
|
Expected income tax provision at federal statutory tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
Benefits from foreign income taxed at other than U.S. rates
|
(32
|
%)
|
|
(16
|
%)
|
|
(14
|
%)
|
|
Benefits related to the research and development tax credits
|
(3
|
%)
|
|
(2
|
%)
|
|
(2
|
%)
|
|
Worthless stock deduction of domestic subsidiary
|
—
|
|
|
(1
|
%)
|
|
—
|
|
|
Nondeductible charges related to the KFTC and TFTC investigations
|
12
|
%
|
|
—
|
|
|
—
|
|
|
Impact of changes in tax reserves and audit settlements for prior year tax positions
|
4
|
%
|
|
—
|
|
|
(1
|
%)
|
|
Other
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
|
Effective tax rate
|
18
|
%
|
|
17
|
%
|
|
19
|
%
|
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
|
Revenues
|
|
|
|
|
|
||||||
|
QCT
|
$
|
16,479
|
|
|
$
|
15,409
|
|
|
$
|
17,154
|
|
|
QTL
|
6,445
|
|
|
7,664
|
|
|
7,947
|
|
|||
|
QSI
|
113
|
|
|
47
|
|
|
4
|
|
|||
|
EBT (1)
|
|
|
|
|
|
||||||
|
QCT
|
$
|
2,747
|
|
|
$
|
1,812
|
|
|
$
|
2,465
|
|
|
QTL
|
5,175
|
|
|
6,528
|
|
|
6,882
|
|
|||
|
QSI
|
65
|
|
|
386
|
|
|
(74
|
)
|
|||
|
EBT as a % of revenues
|
|
|
|
|
|
||||||
|
QCT
|
17
|
%
|
|
12
|
%
|
|
14
|
%
|
|||
|
QTL
|
80
|
%
|
|
85
|
%
|
|
87
|
%
|
|||
|
(1)
|
Earnings (loss) before taxes.
|
|
•
|
On October 27, 2016, we announced a definitive agreement under which Qualcomm River Holdings, an indirect, wholly owned subsidiary of QUALCOMM Incorporated, will acquire NXP. Pursuant to the definitive agreement, Qualcomm River Holdings has commenced a tender offer to acquire all of the issued and outstanding common shares of NXP for
$110
per share in cash, for estimated total cash consideration to be paid to NXP’s shareholders of
$38 billion
. NXP is a leader in high-performance, mixed-signal semiconductor electronics in automotive, broad-based microcontrollers, secure identification, network processing and RF power products. The transaction is subject to receipt of regulatory approvals in various jurisdictions and other closing conditions, including the tender of at least
80%
of the issued and outstanding common shares of NXP in the offer (provided that the minimum tender threshold may be reduced to a percentage not less than
70%
with the prior written consent of NXP). While we continue to work to close by the end of calendar 2017, the transaction may close in early 2018. We intend to fund the transaction with cash generated from our recent debt offering as well as cash held by our foreign entities and use of a Term Loan, which we expect to draw on at close. We expect that this acquisition will continue to require us to devote significant resources and management time and attention and utilize a substantial portion of our cash, cash equivalents and marketable securities.
|
|
•
|
Regulatory authorities in certain jurisdictions continue to investigate our business practices, and other regulatory authorities may do so in the future. Unfavorable resolutions of one or more of these matters have had and could in the future have a material adverse effect on our business with remedies that include, among others, injunctions, monetary damages or fines or other orders to pay money, and the issuance of orders to cease certain conduct and/or modify our business practices. Additionally, certain of our direct and indirect customers and licensees, including BlackBerry Limited and Apple Inc., have pursued, and others may in the future pursue, litigation or arbitration against us related to our business. Unfavorable resolutions of one or more of these matters have had and could in the future have a material adverse effect on our business, including monetary damages. These activities have required and we expect that they will continue to require the investment of significant management time and attention, and
|
|
•
|
We are currently in dispute with Apple surrounding what we believe is an attempt by Apple to reduce the amount of royalties that its contract manufacturers are required to pay to us for use of our intellectual property. QTL revenues and EBT in
fiscal 2017
were negatively impacted as a result of actions taken by Apple and its contract manufacturers. Such contract manufacturers did not fully report and did not pay royalties due on sales of Apple products for a portion of the fiscal year. We have taken action against Apple’s contract manufacturers to compel such licensees to pay the required royalties, and against Apple. Additionally, QTL revenues and EBT in fiscal 2017 were negatively impacted by the previously disclosed dispute with another licensee, who did not fully report or fully pay royalties due in the last three quarters of fiscal 2017. We expect these companies will continue to take such actions in the future, resulting in increased legal costs and negatively impacting our future revenues, as well as our financial condition, results of operations and cash flows until the respective disputes are resolved.
|
|
•
|
We continue to believe that certain licensees, particularly in China, are not fully complying with their contractual obligations to report their sales of licensed products to us, and certain companies, including unlicensed companies, particularly in emerging regions, including China, are delaying execution of new license agreements. We have made substantial progress in reaching agreements with many companies, primarily in China. However, negotiations with certain licensees and unlicensed companies are ongoing. We believe that the conclusion of new agreements with these companies will result in improved reporting by these licensees, including with respect to sales of three-mode devices (i.e., devices that implement GSM, TD-SCDMA and LTE-TDD) sold in China. Additionally, we believe our increased efforts in the areas of compliance will improve reporting, but will also result in increased costs to the business. Litigation and/or other actions, such as those recently taken against Apple and its contract manufacturers, may be necessary to compel licensees to report and pay the required royalties for sales they have not previously reported and/or to compel unlicensed companies to execute licenses. Such litigation or other actions would result in increased legal costs.
|
|
•
|
We expect our business, particularly QCT, to continue to be impacted by industry dynamics, including:
|
|
•
|
Concentration of device share among a few companies within the premium tier, resulting in significant supply chain leverage for those companies;
|
|
•
|
Decisions by companies to utilize their own internally-developed integrated circuit products and/or sell such products to others, including by bundling with other products, increasing competition;
|
|
•
|
Decisions by certain companies to utilize our competitors’ integrated circuit products in all or a portion of their devices. For example, commencing with the iPhone 7 (which was released in September 2016), we are no longer the sole supplier of modems for new iPhone product launches, as Apple utilizes modems from one of our competitors in a portion of such devices. We expect that in the future Apple will utilize our competitors’ modems in a portion of (or potentially all) iPhones. Accordingly, QCT revenues from modem sales for iPhones declined in fiscal 2017 and may continue to decline in the future, in part depending on the extent of Apple’s utilization of competitors’ modems and the mix of the various versions that are sold. Overall QCT revenues, as well as profitability, may similarly decline unless offset by sales of integrated circuit products to other customers, including those outside of traditional cellular industries, such as automotive, IoT and networking. Apple’s dual sourcing does not impact our licensing revenues since our licensing revenues from Apple products are not dependent upon whether such products include our chipsets;
|
|
•
|
Intense competition, particularly in China, as our competitors expand their product offerings and/or reduce the prices of their products as part of a strategy to attract new and/or retain existing customers; and
|
|
•
|
Lengthening replacement cycles in developed regions, where the smartphone industry is mature, premium-tier smartphones are common and consumer demand is increasingly driven by new product launches and/or innovation cycles, and from increasing consumer demand in emerging regions where premium-tier smartphones are less common and replacement cycles are on average longer than in developed regions.
|
|
•
|
Consumer demand for 3G/4G smartphone products is increasing in emerging regions driven by availability of lower-tier 3G/4G devices. We expect the ongoing rollout of 4G services in emerging regions will encourage competition and growth, bringing the benefits of 3G/4G LTE multimode to consumers.
|
|
•
|
We continue to invest significant resources toward advancements in 4G LTE and 5G technologies, OFDM-based WLAN technologies, wireless baseband chips, our converged computing/communications (Snapdragon) chips, radio
|
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
Cash, cash equivalents and marketable securities
|
$
|
38,578
|
|
|
$
|
32,350
|
|
|
$
|
6,228
|
|
|
19
|
%
|
|
Accounts receivable, net
|
3,632
|
|
|
2,219
|
|
|
1,413
|
|
|
64
|
%
|
|||
|
Inventories
|
2,035
|
|
|
1,556
|
|
|
479
|
|
|
31
|
%
|
|||
|
Short-term debt
|
2,495
|
|
|
1,749
|
|
|
746
|
|
|
43
|
%
|
|||
|
Long-term debt
|
19,398
|
|
|
10,008
|
|
|
9,390
|
|
|
94
|
%
|
|||
|
Net cash provided by operating activities
|
4,693
|
|
|
7,400
|
|
|
(2,707
|
)
|
|
(37
|
%)
|
|||
|
Net cash provided (used) by investing activities
|
18,463
|
|
|
(3,488
|
)
|
|
21,951
|
|
|
N/M
|
|
|||
|
Net cash provided (used) by financing activities
|
5,879
|
|
|
(5,522
|
)
|
|
11,401
|
|
|
N/M
|
|
|||
|
•
|
Our purchase obligations at
September 24, 2017
, some of which relate to research and development activities and capital expenditures, totaled
$4.3 billion
and
$1.0 billion
for fiscal 2018 and 2019, respectively, and
$0.5 billion
thereafter.
|
|
•
|
Our research and development expenditures were
$5.5 billion
and
$5.2 billion
during fiscal
2017
and
2016
, respectively, and we expect to continue to invest heavily in research and development for new technologies, applications and services for voice and data communications.
|
|
•
|
Cash outflows for capital expenditures were
$690 million
and
$539 million
during fiscal
2017
and
2016
, respectively. We anticipate that capital expenditures will be higher in fiscal 2018 as compared to fiscal 2017, primarily due to an increase in estimated capital expenditures of approximately $150 million for the full year impact of capital expenditures related to the manufacturing operations of our RF360 Holdings joint venture. We expect to
|
|
•
|
The TFTC imposed a fine on us of approximately 23.4 billion Taiwan Dollars (approximately $778 million based on exchange rates at September 24, 2017), which is due on or before November 7, 2017.
|
|
•
|
We expect to continue making strategic investments and acquisitions, the amounts of which could vary significantly, to open new opportunities for our technologies, obtain development resources, grow our patent portfolio or pursue new businesses.
|
|
|
|
Stock Repurchase Program
|
|
Dividends
|
|
Total
|
|||||||||||||||||
|
|
|
Shares
|
|
Average Price Paid Per Share
|
|
Amount
|
|
Per Share
|
|
Amount
|
|
Amount
|
|||||||||||
|
2017
|
|
22.8
|
|
|
$
|
58.87
|
|
|
$
|
1,342
|
|
|
$
|
2.20
|
|
|
$
|
3,252
|
|
|
$
|
4,594
|
|
|
2016
|
|
73.8
|
|
|
53.16
|
|
|
3,922
|
|
|
2.02
|
|
|
2,990
|
|
|
6,912
|
|
|||||
|
2015
|
|
172.4
|
|
|
65.21
|
|
|
11,245
|
|
|
1.80
|
|
|
2,880
|
|
|
14,125
|
|
|||||
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Beyond
2022
|
|
No
Expiration
Date
|
||||||||||||
|
Purchase obligations (1)
|
$
|
5,874
|
|
|
$
|
4,348
|
|
|
$
|
1,379
|
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating lease obligations
|
445
|
|
|
98
|
|
|
184
|
|
|
108
|
|
|
55
|
|
|
—
|
|
||||||
|
Capital lease obligations (2)
|
44
|
|
|
14
|
|
|
27
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
|
Equity funding and financing commitments (3)
|
514
|
|
|
69
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
376
|
|
||||||
|
Long-term debt (4)
|
21,000
|
|
|
1,500
|
|
|
6,000
|
|
|
2,000
|
|
|
11,500
|
|
|
—
|
|
||||||
|
Other long-term liabilities (5)(6)
|
1,957
|
|
|
308
|
|
|
1,448
|
|
|
62
|
|
|
15
|
|
|
124
|
|
||||||
|
Total contractual obligations
|
$
|
29,834
|
|
|
$
|
6,337
|
|
|
$
|
9,038
|
|
|
$
|
2,389
|
|
|
$
|
11,570
|
|
|
$
|
500
|
|
|
(1)
|
Total purchase obligations included commitments to purchase integrated circuit product inventories of
$3.5 billion
,
$846 million
,
$286 million
,
$72 million
and
$27 million
for each of the subsequent five years from fiscal 2018 through 2022, respectively; there were
no
such purchase commitments thereafter. Integrated circuit product inventory obligations represent purchase commitments for raw materials, semiconductor die, finished goods and manufacturing services, such as wafer bump, probe, assembly and final test. Under our manufacturing relationships with our foundry suppliers and assembly and test service providers, cancelation of outstanding purchase orders is generally allowed but requires payment of all costs incurred through the date of cancelation, and in some cases, incremental fees related to capacity underutilization.
|
|
(2)
|
Amounts represent future minimum lease payments including interest payments. Capital lease obligations are included in other liabilities in the consolidated balance sheet at
September 24, 2017
.
|
|
(3)
|
Certain of these commitments do not have fixed funding dates and are subject to certain conditions and have, therefore, been presented as having no expiration date. Commitments represent the maximum amounts to be funded under these arrangements; actual funding may be in lesser amounts or not at all.
|
|
(4)
|
The amounts noted herein represent contractual payments of principal only.
|
|
(5)
|
Certain long-term liabilities reflected on our balance sheet, such as unearned revenues, are not presented in this table because they do not require cash settlement in the future. Other long-term liabilities as presented in this table include the related current portions, as applicable.
|
|
(6)
|
Our consolidated balance sheet at
September 24, 2017
included $138 million in noncurrent liabilities for uncertain tax positions, some of which may result in cash payment. The future payments related to uncertain tax positions recorded as noncurrent liabilities have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.
|
|
i.
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
|
ii.
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
|
iii.
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
|
|
|
|
Page
|
|
|
|
|
|
Number
|
|
|
|
(1) Report of Independent Registered Public Accounting Firm
|
|
F-1
|
|
|
|
Consolidated Balance Sheets at September 24, 2017 and September 25, 2016
|
|
F-2
|
|
|
|
Consolidated Statements of Operations for Fiscal 2017, 2016 and 2015
|
|
F-3
|
|
|
|
Consolidated Statements of Comprehensive Income for Fiscal 2017, 2016 and 2015
|
|
F-4
|
|
|
|
Consolidated Statements of Cash Flows for Fiscal 2017, 2016 and 2015
|
|
F-5
|
|
|
|
Consolidated Statements of Stockholders’ Equity for Fiscal 2017, 2016 and 2015
|
|
F-6
|
|
|
|
Notes to Consolidated Financial Statements
|
|
F-7
|
|
|
|
(2) Schedule II - Valuation and Qualifying Accounts
|
|
S-1
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No./ Film No.
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herewith
|
|
|
Rule 2.7 Announcement, Recommended Cash Acquisition of CSR plc by Qualcomm Global Trading Pte. Ltd.
|
|
8-K
|
|
000-19528/ 141156425
|
|
10/15/2014
|
|
2.1
|
|
|
|
|
|
Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (1)
|
|
8-K
|
|
000-19528/ 161339867
|
|
1/13/2016
|
|
2.1
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No./ Film No.
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herewith
|
|
|
Amendment #1, dated December 20, 2016, to Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (1)
|
|
10-Q
|
|
000-19528/ 17546539
|
|
1/25/2017
|
|
2.3
|
|
|
|
|
|
Amendment #2, dated January 19, 2017, to Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (1)
|
|
10-Q
|
|
000-19528/ 17546539
|
|
1/25/2017
|
|
2.4
|
|
|
|
|
|
Amendment #3, dated February 3, 2017, to Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (1)
|
|
10-Q
|
|
000-19528/
17770305
|
|
4/19/2017
|
|
2.6
|
|
|
|
|
|
Purchase Agreement dated as of October 27, 2016 by and between Qualcomm River Holdings, B.V. and NXP Semiconductors N.V. (1)
|
|
8-K
|
|
000-19528/ 161956228
|
|
10/27/2016
|
|
2.1
|
|
|
|
|
|
Restated Certificate of Incorporation, as amended.
|
|
10-Q
|
|
000-19528/ 161775595
|
|
7/20/2016
|
|
3.1
|
|
|
|
|
|
Amended and Restated Bylaws.
|
|
8-K
|
|
000-19528/ 161769723
|
|
7/15/2016
|
|
3.2
|
|
|
|
|
|
Indenture, dated May 20, 2015, between the Company and U.S. Bank National Association, as trustee.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.1
|
|
|
|
|
|
Officers’ Certificate, dated May 20, 2015, for the Floating Rate Notes due 2018, the Floating Rate Notes due 2020, the 1.400% Notes due 2018, the 2.250% Notes due 2020, the 3.000% Notes due 2022, the 3.450% Notes due 2025, the 4.650% Notes due 2035 and the 4.800% Notes due 2045.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.2
|
|
|
|
|
|
Form of Floating Rate Notes due 2018.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.3
|
|
|
|
|
|
Form of Floating Rate Notes due 2020.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.4
|
|
|
|
|
|
Form of 1.400% Notes due 2018.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.5
|
|
|
|
|
|
Form of 2.250% Notes due 2020.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.6
|
|
|
|
|
|
Form of 3.000% Notes due 2022.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.7
|
|
|
|
|
|
Form of 3.450% Notes due 2025.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.8
|
|
|
|
|
|
Form of 4.650% Notes due 2035.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.9
|
|
|
|
|
|
Form of 4.800% Notes due 2045.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.10
|
|
|
|
|
|
Officers’ Certificate, dated May 26, 2017, for the Floating Rate Notes due 2019, the Floating Rate Notes due 2020, the Floating Rate Notes due 2023, the 1.850% Notes due 2019, the 2.100% Notes due 2020, the 2.600% Notes due 2023, the 2.900% Notes due 2024, the 3.250% Notes due 2027 and the 4.300% Notes due 2047.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.2
|
|
|
|
|
|
Form of Floating Rate Notes due 2019.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.3
|
|
|
|
|
|
Form of Floating Rate Notes due 2020.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.4
|
|
|
|
|
|
Form of Floating Rate Notes due 2023.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.5
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No./ Film No.
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herewith
|
|
|
Form of 1.850% Notes due 2019.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.6
|
|
|
|
|
|
Form of 2.100% Notes due 2020.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.7
|
|
|
|
|
|
Form of 2.600% Notes due 2023.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.8
|
|
|
|
|
|
Form of 2.900% Notes due 2024.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.9
|
|
|
|
|
|
Form of 3.250% Notes due 2027.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.10
|
|
|
|
|
|
Form of 4.300% Notes due 2047.
|
|
8-K
|
|
000-19528/ 17882336
|
|
5/31/2017
|
|
4.11
|
|
|
|
|
|
Form of Indemnity Agreement between the Company and its directors and officers. (2)
|
|
10-K
|
|
000-19528/ 151197257
|
|
11/4/2015
|
|
10.1
|
|
|
|
|
|
Form of Grant Notice and Stock Option Agreement under the 2006 Long-Term Incentive Plan. (2)
|
|
10-K
|
|
000-19528/ 091159213
|
|
11/5/2009
|
|
10.84
|
|
|
|
|
|
Atheros Communications, Inc. 2004 Stock Incentive Plan, as amended. (2)
|
|
S-8
|
|
333-174649/ 11886141
|
|
6/1/2011
|
|
99.1
|
|
|
|
|
|
Resolutions Amending Atheros Communications, Inc. Equity Plans. (2)
|
|
S-8
|
|
333-174649/ 11886141
|
|
6/1/2011
|
|
99.6
|
|
|
|
|
|
Form of Grant Notices and Global Employee Stock Option Agreement under the 2006 Long-Term Incentive Plan. (2)
|
|
10-K
|
|
000-19528/ 121186937
|
|
11/7/2012
|
|
10.104
|
|
|
|
|
|
Form of Grant Notices and Global Employee Restricted Stock Unit Agreement under the 2006 Long-Term Incentive Plan. (2)
|
|
10-K
|
|
000-19528/ 121186937
|
|
11/7/2012
|
|
10.105
|
|
|
|
|
|
2006 Long-Term Incentive Plan, as amended and restated. (2)
|
|
10-Q
|
|
000-19528/ 13779468
|
|
4/24/2013
|
|
10.112
|
|
|
|
|
|
Form of Aircraft Time Sharing Agreement. (2)
|
|
10-Q
|
|
000-19528/ 13983769
|
|
7/24/2013
|
|
10.114
|
|
|
|
|
|
Form of Grant Notices and Non-Employee Director Restricted Stock Unit Agreements under the 2006 Long-Term Incentive Plan for non-employee directors residing in the United Kingdom and Hong Kong. (2)
|
|
10-K
|
|
000-19528/ 131196747
|
|
11/6/2013
|
|
10.117
|
|
|
|
|
|
Form of Grant Notices and Non-Employee Director Deferred Stock Unit Agreements under the 2006 Long-Term Incentive Plan for non-employee directors residing in the United States and Spain. (2)
|
|
10-K
|
|
000-19528/ 131196747
|
|
11/6/2013
|
|
10.119
|
|
|
|
|
|
Form of Non-Employee Director Deferred Stock Unit Grant Notices and Deferred Stock Unit Agreement under the 2006 Long-Term Incentive Plan for non-employee directors residing in Singapore. (2)
|
|
10-Q
|
|
000-19528/ 14988939
|
|
7/23/2014
|
|
10.122
|
|
|
|
|
|
Form of Executive Restricted Stock Unit Grant Notice and Executive Restricted Stock Unit Agreements under the 2006 Long-Term Incentive Plan, which includes a September 29, 2014 to March 29, 2015 performance period. (2)
|
|
10-Q
|
|
000-19528/ 14988939
|
|
7/23/2014
|
|
10.123
|
|
|
|
|
|
Non-Qualified Deferred Compensation Plan, as amended, effective January 1, 2016. (2)
|
|
8-K
|
|
000-19528/ 151134109
|
|
9/30/2015
|
|
10.1
|
|
|
|
|
|
Amendment to 2006 Long-Term Incentive Plan, as amended and restated. (2)
|
|
10-Q
|
|
000-19528/ 15555092
|
|
1/28/2015
|
|
10.126
|
|
|
|
|
|
Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended. (2)
|
|
10-Q
|
|
000-19528/ 151000141
|
|
7/22/2015
|
|
10.128
|
|
|
|
|
|
Revolving Credit Agreement among Qualcomm Incorporated, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, dated as of February 18, 2015.
|
|
8-K
|
|
000-19528/ 15628813
|
|
2/18/2015
|
|
10.1
|
|
|
|
|
|
Form of Executive Performance Stock Unit Grant Notice and Executive Performance Stock Unit agreement under the 2006 Long-Term Incentive Plan, which includes a September 29, 2014 to September 24, 2017 performance period. (2)
|
|
10-K
|
|
000-19528/ 151197257
|
|
11/4/2015
|
|
10.27
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No./ Film No.
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herewith
|
|
|
Form of Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Grant Agreement under the 2006 Long-Term Incentive Plan, which includes a September 28, 2015 to September 28, 2018 performance period. (2)
|
|
10-K
|
|
000-19528/ 151197257
|
|
11/4/2015
|
|
10.28
|
|
|
|
|
|
Form of 2016 Annual Cash Incentive Plan Performance Unit Agreement. (2)
|
|
10-Q
|
|
000-19528/ 161365251
|
|
1/27/2016
|
|
10.29
|
|
|
|
|
|
2016 Long-Term Incentive Plan. (2)
|
|
DEF 14A
|
|
000-19528/ 161353677
|
|
1/21/2016
|
|
Appendix 5
|
|
|
|
|
|
Form of Executive Performance Stock Unit Award Grant Notice under the 2006 Long-Term Incentive Plan, which includes a March 28, 2016 to March 28, 2019 performance period. (2)
|
|
10-Q
|
|
000-19528/ 161581558
|
|
4/20/2016
|
|
10.31
|
|
|
|
|
|
Form of Non-Employee Director Deferred Stock Unit Grant Notices and Non-Employee Director Deferred Stock Unit Agreements under the 2016 Long-Term Incentive Plan for non-employee directors residing in the United States. (2)
|
|
10-Q
|
|
000-19528/ 161581558
|
|
4/20/2016
|
|
10.32
|
|
|
|
|
|
Form of Non-Employee Director Deferred Stock Unit Grant Notices and Non-Employee Director Deferred Stock Unit Agreements under the 2016 Long-Term Incentive Plan for non-employee directors residing in Spain. (2)
|
|
10-Q
|
|
000-19528/ 161581558
|
|
4/20/2016
|
|
10.33
|
|
|
|
|
|
Form of Non-Employee Director Deferred Stock Unit Grant Notices and Non-Employee Director Deferred Stock Unit Agreements under the 2016 Long-Term Incentive Plan for non-employee directors residing in Singapore. (2)
|
|
10-Q
|
|
000-19528/ 161581558
|
|
4/20/2016
|
|
10.34
|
|
|
|
|
|
Qualcomm Incorporated 2017 Director Compensation Plan. (2)
|
|
8-K
|
|
000-19528/ 161931217
|
|
10/11/2016
|
|
99.1
|
|
|
|
|
|
Form of Executive Restricted Stock Unit Grant Notice and Executive Restricted Stock Unit Agreement under the 2016 Long-Term Incentive Plan. (2)
|
|
10-K
|
|
000-19528/
161967933
|
|
11/2/2016
|
|
10.36
|
|
|
|
|
|
Form of Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. (2)
|
|
10-K
|
|
000-19528/
161967933
|
|
11/2/2016
|
|
10.37
|
|
|
|
|
|
Executive Performance Unit Award
Grant Notice and Executive Performance Unit Award
Agreement under the 2016 Long-Term Incentive Plan for Derek K. Aberle. (2) (3)
|
|
10-K
|
|
000-19528/
161967933
|
|
11/2/2016
|
|
10.38
|
|
|
|
|
|
Letter Agreement, dated as of October 27, 2016, by and between QUALCOMM Incorporated and Qualcomm River Holdings B.V.
|
|
8-K
|
|
000-19528/ 161956228
|
|
10/27/2016
|
|
10.1
|
|
|
|
|
|
Credit Agreement among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as Administrative Agent, dated as of November 8, 2016.
|
|
8-K
|
|
000-19528/ 161985209
|
|
11/9/2016
|
|
10.1
|
|
|
|
|
|
Amended and Restated Credit Agreement among QUALCOMM Incorporated, the lenders party thereto and Bank of America, N.A., as Administrative Agent, dated as of November 8, 2016.
|
|
8-K
|
|
000-19528/ 161985209
|
|
11/9/2016
|
|
10.2
|
|
|
|
|
|
Letter of Credit and Reimbursement Agreement between Qualcomm River Holdings B.V. and Mizuho Bank, Ltd., dated as of November 22, 2016.
|
|
8-K
|
|
000-19528/ 162023573
|
|
11/29/2016
|
|
10.1
|
|
|
|
|
|
First Amendment to Letter of Credit and Reimbursement Agreement between Qualcomm River Holdings B.V. and Mizuho Bank, Ltd., dated as of November 23, 2016.
|
|
8-K
|
|
000-19528/ 162023573
|
|
11/29/2016
|
|
10.2
|
|
|
|
|
|
Continuing Agreement for Standby Letters of Credit between Qualcomm River Holdings B.V. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of November 22, 2016.
|
|
8-K
|
|
000-19528/ 162023573
|
|
11/29/2016
|
|
10.3
|
|
|
|
|
|
Reimbursement and Security Agreement between Qualcomm River Holdings B.V. and Sumitomo Mitsui Banking Corporation, dated as of November 22, 2016.
|
|
8-K
|
|
000-19528/ 162023573
|
|
11/29/2016
|
|
10.4
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No./ Film No.
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herewith
|
|
|
Letter of Credit Application by QUALCOMM Incorporated to Bank of America, N.A., dated as of November 23, 2016.
|
|
8-K
|
|
000-19528/ 162023573
|
|
11/29/2016
|
|
10.5
|
|
|
|
|
|
Form of 2017 Annual Cash Incentive Plan Performance Unit Agreement (2)
|
|
10-Q
|
|
000-19528/ 17546539
|
|
1/25/2017
|
|
10.47
|
|
|
|
|
|
Qualcomm Incorporated 2018 Director Compensation Plan. (2)
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
Form of Executive Restricted Stock Unit Grant Notice and Executive Restricted Stock Unit Agreement under the 2016 Long-Term Incentive Plan, which includes a September 25, 2017 to March 25, 2018 performance period. (2)
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
Form of Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan, which includes a September 25, 2017 to September 27, 2020 performance period. (2)
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Steve Mollenkopf.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for George S. Davis.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Steve Mollenkopf.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for George S. Davis.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
|
|
|
|
|
|
X
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
(1)
|
The Company shall furnish supplementally a copy of any omitted schedule to the Commission upon request.
|
|
(2)
|
Indicates management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a).
|
|
(3)
|
Confidential treatment has been requested with respect to certain portions of this exhibit.
|
|
|
|
|
|
|
|
QUALCOMM Incorporated
|
||
|
|
|
|
|
|
|
By
|
/s/ Steve Mollenkopf
|
|
|
|
|
Steve Mollenkopf
|
|
|
|
|
Chief Executive Officer
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Steve Mollenkopf
|
|
Chief Executive Officer and Director
|
|
November 1, 2017
|
|
Steve Mollenkopf
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ George S. Davis
|
|
Executive Vice President and Chief Financial Officer
|
|
November 1, 2017
|
|
George S. Davis
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Barbara T. Alexander
|
|
Director
|
|
November 1, 2017
|
|
Barbara T. Alexander
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey W. Henderson
|
|
Director
|
|
November 1, 2017
|
|
Jeffrey W. Henderson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Thomas W. Horton
|
|
Director
|
|
November 1, 2017
|
|
Thomas W. Horton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Paul E. Jacobs
|
|
Chairman
|
|
November 1, 2017
|
|
Paul E. Jacobs
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ann M. Livermore
|
|
Director
|
|
November 1, 2017
|
|
Ann M. Livermore
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Harish Manwani
|
|
Director
|
|
November 1, 2017
|
|
Harish Manwani
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Mark D. McLaughlin
|
|
Director
|
|
November 1, 2017
|
|
Mark D. McLaughlin
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Clark T. Randt, Jr.
|
|
Director
|
|
November 1, 2017
|
|
Clark T. Randt, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Francisco Ros
|
|
Director
|
|
November 1, 2017
|
|
Francisco Ros
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Anthony J. Vinciquerra
|
|
Director
|
|
November 1, 2017
|
|
Anthony J. Vinciquerra
|
|
|
|
|
|
|
September 24,
2017 |
|
September 25,
2016 |
||||
|
ASSETS
|
|||||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
35,029
|
|
|
$
|
5,946
|
|
|
Marketable securities
|
2,279
|
|
|
12,702
|
|
||
|
Accounts receivable, net
|
3,632
|
|
|
2,219
|
|
||
|
Inventories
|
2,035
|
|
|
1,556
|
|
||
|
Other current assets
|
618
|
|
|
558
|
|
||
|
Total current assets
|
43,593
|
|
|
22,981
|
|
||
|
Marketable securities
|
1,270
|
|
|
13,702
|
|
||
|
Deferred tax assets
|
2,900
|
|
|
2,030
|
|
||
|
Property, plant and equipment, net
|
3,216
|
|
|
2,306
|
|
||
|
Goodwill
|
6,623
|
|
|
5,679
|
|
||
|
Other intangible assets, net
|
3,737
|
|
|
3,500
|
|
||
|
Other assets
|
4,147
|
|
|
2,161
|
|
||
|
Total assets
|
$
|
65,486
|
|
|
$
|
52,359
|
|
|
|
|
|
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
|
Current liabilities:
|
|
|
|
||||
|
Trade accounts payable
|
$
|
1,971
|
|
|
$
|
1,858
|
|
|
Payroll and other benefits related liabilities
|
1,183
|
|
|
934
|
|
||
|
Unearned revenues
|
502
|
|
|
509
|
|
||
|
Short-term debt
|
2,495
|
|
|
1,749
|
|
||
|
Other current liabilities
|
4,756
|
|
|
2,261
|
|
||
|
Total current liabilities
|
10,907
|
|
|
7,311
|
|
||
|
Unearned revenues
|
2,003
|
|
|
2,377
|
|
||
|
Long-term debt
|
19,398
|
|
|
10,008
|
|
||
|
Other liabilities
|
2,432
|
|
|
895
|
|
||
|
Total liabilities
|
34,740
|
|
|
20,591
|
|
||
|
|
|
|
|
||||
|
Commitments and contingencies (Note 7)
|
|
|
|
||||
|
|
|
|
|
||||
|
Stockholders’ equity:
|
|
|
|
||||
|
Qualcomm stockholders’ equity:
|
|
|
|
||||
|
Preferred stock, $0.0001 par value; 8 shares authorized; none outstanding
|
—
|
|
|
—
|
|
||
|
Common stock and paid-in capital, $0.0001 par value; 6,000 shares authorized; 1,474 and 1,476 shares issued and outstanding, respectively
|
274
|
|
|
414
|
|
||
|
Retained earnings
|
30,088
|
|
|
30,936
|
|
||
|
Accumulated other comprehensive income
|
384
|
|
|
428
|
|
||
|
Total Qualcomm stockholders’ equity
|
30,746
|
|
|
31,778
|
|
||
|
Noncontrolling interests
|
—
|
|
|
(10
|
)
|
||
|
Total stockholders’ equity
|
30,746
|
|
|
31,768
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
65,486
|
|
|
$
|
52,359
|
|
|
|
Year Ended
|
||||||||||
|
|
September 24, 2017
|
|
September 25, 2016
|
|
September 27, 2015
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Equipment and services
|
$
|
16,647
|
|
|
$
|
15,467
|
|
|
$
|
17,079
|
|
|
Licensing
|
5,644
|
|
|
8,087
|
|
|
8,202
|
|
|||
|
Total revenues
|
22,291
|
|
|
23,554
|
|
|
25,281
|
|
|||
|
Costs and expenses:
|
|
|
|
|
|
||||||
|
Cost of revenues
|
9,792
|
|
|
9,749
|
|
|
10,378
|
|
|||
|
Research and development
|
5,485
|
|
|
5,151
|
|
|
5,490
|
|
|||
|
Selling, general and administrative
|
2,658
|
|
|
2,385
|
|
|
2,344
|
|
|||
|
Other (Note 2)
|
1,742
|
|
|
(226
|
)
|
|
1,293
|
|
|||
|
Total costs and expenses
|
19,677
|
|
|
17,059
|
|
|
19,505
|
|
|||
|
Operating income
|
2,614
|
|
|
6,495
|
|
|
5,776
|
|
|||
|
Interest expense
|
(494
|
)
|
|
(297
|
)
|
|
(104
|
)
|
|||
|
Investment and other income, net (Note 2)
|
900
|
|
|
635
|
|
|
815
|
|
|||
|
Income before income taxes
|
3,020
|
|
|
6,833
|
|
|
6,487
|
|
|||
|
Income tax expense
|
(555
|
)
|
|
(1,131
|
)
|
|
(1,219
|
)
|
|||
|
Net income
|
2,465
|
|
|
5,702
|
|
|
5,268
|
|
|||
|
Net loss attributable to noncontrolling interests
|
1
|
|
|
3
|
|
|
3
|
|
|||
|
Net income attributable to Qualcomm
|
$
|
2,466
|
|
|
$
|
5,705
|
|
|
$
|
5,271
|
|
|
|
|
|
|
|
|
||||||
|
Basic earnings per share attributable to Qualcomm
|
$
|
1.67
|
|
|
$
|
3.84
|
|
|
$
|
3.26
|
|
|
Diluted earnings per share attributable to Qualcomm
|
$
|
1.65
|
|
|
$
|
3.81
|
|
|
$
|
3.22
|
|
|
Shares used in per share calculations:
|
|
|
|
|
|
||||||
|
Basic
|
1,477
|
|
|
1,484
|
|
|
1,618
|
|
|||
|
Diluted
|
1,490
|
|
|
1,498
|
|
|
1,639
|
|
|||
|
|
|
|
|
|
|
||||||
|
Dividends per share announced
|
$
|
2.20
|
|
|
$
|
2.02
|
|
|
$
|
1.80
|
|
|
|
Year Ended
|
||||||||||
|
|
September 24,
2017 |
|
September 25,
2016 |
|
September 27,
2015 |
||||||
|
Net income
|
$
|
2,465
|
|
|
$
|
5,702
|
|
|
$
|
5,268
|
|
|
Other comprehensive (loss) income, net of income taxes:
|
|
|
|
|
|
||||||
|
Foreign currency translation gains (losses)
|
309
|
|
|
(22
|
)
|
|
(47
|
)
|
|||
|
Reclassification of foreign currency translation (gains) losses included in net income
|
(1
|
)
|
|
21
|
|
|
—
|
|
|||
|
Noncredit other-than-temporary impairment losses and subsequent changes in fair value related to certain available-for-sale debt securities, net of tax (expense) benefit of ($3), $23 and $19, respectively
|
6
|
|
|
(43
|
)
|
|
(35
|
)
|
|||
|
Reclassification of net other-than-temporary losses on available-for-sale securities included in net income, net of tax benefit of $46, $71 and $66, respectively
|
85
|
|
|
130
|
|
|
121
|
|
|||
|
Net unrealized (losses) gains on other available-for-sale securities, net of tax benefit (expense) of $59, ($166) and $114, respectively
|
(102
|
)
|
|
306
|
|
|
(215
|
)
|
|||
|
Reclassification of net realized gains on available-for-sale securities included in net income, net of tax expense of $156, $85 and $173, respectively
|
(286
|
)
|
|
(156
|
)
|
|
(317
|
)
|
|||
|
Net unrealized (losses) gains on derivative instruments, net of tax benefit of $0, $2 and $0, respectively
|
(49
|
)
|
|
(4
|
)
|
|
54
|
|
|||
|
Reclassification of net realized (gains) losses on derivative instruments included in net income, net of tax expense (benefit) of $4, ($2) and $0, respectively
|
(10
|
)
|
|
1
|
|
|
—
|
|
|||
|
Other gains
|
4
|
|
|
—
|
|
|
—
|
|
|||
|
Total other comprehensive (loss) income
|
(44
|
)
|
|
233
|
|
|
(439
|
)
|
|||
|
Total comprehensive income
|
2,421
|
|
|
5,935
|
|
|
4,829
|
|
|||
|
Comprehensive loss attributable to noncontrolling interests
|
1
|
|
|
3
|
|
|
3
|
|
|||
|
Comprehensive income attributable to Qualcomm
|
$
|
2,422
|
|
|
$
|
5,938
|
|
|
$
|
4,832
|
|
|
|
Year Ended
|
||||||||||
|
|
September 24,
2017 |
|
September 25,
2016 |
|
September 27,
2015 |
||||||
|
Operating Activities:
|
|
|
|
|
|
||||||
|
Net income
|
$
|
2,465
|
|
|
$
|
5,702
|
|
|
$
|
5,268
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization expense
|
1,461
|
|
|
1,428
|
|
|
1,214
|
|
|||
|
Indefinite and long-lived asset impairment charges
|
76
|
|
|
107
|
|
|
317
|
|
|||
|
Income tax provision (less than) in excess of income tax payments
|
(400
|
)
|
|
(200
|
)
|
|
47
|
|
|||
|
Gain on sale of wireless spectrum
|
—
|
|
|
(380
|
)
|
|
—
|
|
|||
|
Non-cash portion of share-based compensation expense
|
914
|
|
|
943
|
|
|
1,026
|
|
|||
|
Incremental tax benefits from share-based compensation
|
(40
|
)
|
|
(8
|
)
|
|
(103
|
)
|
|||
|
Net realized gains on marketable securities and other investments
|
(530
|
)
|
|
(288
|
)
|
|
(500
|
)
|
|||
|
Impairment losses on marketable securities and other investments
|
177
|
|
|
172
|
|
|
200
|
|
|||
|
Other items, net
|
146
|
|
|
77
|
|
|
(16
|
)
|
|||
|
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
|
Accounts receivable, net
|
(1,104
|
)
|
|
(232
|
)
|
|
550
|
|
|||
|
Inventories
|
(200
|
)
|
|
(49
|
)
|
|
93
|
|
|||
|
Other assets
|
169
|
|
|
246
|
|
|
(793
|
)
|
|||
|
Trade accounts payable
|
(45
|
)
|
|
541
|
|
|
(908
|
)
|
|||
|
Payroll, benefits and other liabilities
|
1,835
|
|
|
(352
|
)
|
|
(328
|
)
|
|||
|
Unearned revenues
|
(231
|
)
|
|
(307
|
)
|
|
(561
|
)
|
|||
|
Net cash provided by operating activities
|
4,693
|
|
|
7,400
|
|
|
5,506
|
|
|||
|
Investing Activities:
|
|
|
|
|
|
||||||
|
Capital expenditures
|
(690
|
)
|
|
(539
|
)
|
|
(994
|
)
|
|||
|
Purchases of available-for-sale securities
|
(19,062
|
)
|
|
(18,015
|
)
|
|
(15,400
|
)
|
|||
|
Proceeds from sales and maturities of available-for-sale securities
|
41,715
|
|
|
14,386
|
|
|
15,080
|
|
|||
|
Purchases of trading securities
|
—
|
|
|
(177
|
)
|
|
(1,160
|
)
|
|||
|
Proceeds from sales and maturities of trading securities
|
—
|
|
|
779
|
|
|
1,658
|
|
|||
|
Purchases of other marketable securities
|
(710
|
)
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from sales and maturities of other marketable securities
|
706
|
|
|
450
|
|
|
—
|
|
|||
|
Deposits of investments designated as collateral
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|||
|
Acquisitions and other investments, net of cash acquired
|
(1,544
|
)
|
|
(812
|
)
|
|
(3,019
|
)
|
|||
|
Proceeds from sale of wireless spectrum
|
—
|
|
|
232
|
|
|
—
|
|
|||
|
Proceeds from sales of property, plant and equipment
|
28
|
|
|
16
|
|
|
266
|
|
|||
|
Other items, net
|
20
|
|
|
192
|
|
|
(3
|
)
|
|||
|
Net cash provided (used) by investing activities
|
18,463
|
|
|
(3,488
|
)
|
|
(3,572
|
)
|
|||
|
Financing Activities:
|
|
|
|
|
|
||||||
|
Proceeds from short-term debt
|
8,558
|
|
|
8,949
|
|
|
4,083
|
|
|||
|
Repayment of short-term debt
|
(9,309
|
)
|
|
(8,200
|
)
|
|
(3,083
|
)
|
|||
|
Proceeds from long-term debt
|
10,953
|
|
|
—
|
|
|
9,937
|
|
|||
|
Proceeds from issuance of common stock
|
497
|
|
|
668
|
|
|
787
|
|
|||
|
Repurchases and retirements of common stock
|
(1,342
|
)
|
|
(3,923
|
)
|
|
(11,246
|
)
|
|||
|
Dividends paid
|
(3,252
|
)
|
|
(2,990
|
)
|
|
(2,880
|
)
|
|||
|
Incremental tax benefits from share-based compensation
|
40
|
|
|
8
|
|
|
103
|
|
|||
|
Other items, net
|
(266
|
)
|
|
(34
|
)
|
|
38
|
|
|||
|
Net cash provided (used) by financing activities
|
5,879
|
|
|
(5,522
|
)
|
|
(2,261
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
48
|
|
|
(4
|
)
|
|
(20
|
)
|
|||
|
Net increase (decrease) in cash and cash equivalents
|
29,083
|
|
|
(1,614
|
)
|
|
(347
|
)
|
|||
|
Cash and cash equivalents at beginning of period
|
5,946
|
|
|
7,560
|
|
|
7,907
|
|
|||
|
Cash and cash equivalents at end of period
|
$
|
35,029
|
|
|
$
|
5,946
|
|
|
$
|
7,560
|
|
|
|
Common
Stock
Shares
|
|
Common Stock and Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total Qualcomm Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Balance at September 28, 2014
|
1,669
|
|
|
$
|
7,736
|
|
|
$
|
30,799
|
|
|
$
|
634
|
|
|
$
|
39,169
|
|
|
$
|
(3
|
)
|
|
$
|
39,166
|
|
|
Total comprehensive income
|
—
|
|
|
—
|
|
|
5,271
|
|
|
(439
|
)
|
|
4,832
|
|
|
(3
|
)
|
|
4,829
|
|
||||||
|
Common stock issued under employee benefit plans and the related tax benefits
|
32
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
871
|
|
|
—
|
|
|
871
|
|
||||||
|
Repurchases and retirements of common stock
|
(172
|
)
|
|
(9,334
|
)
|
|
(1,912
|
)
|
|
—
|
|
|
(11,246
|
)
|
|
—
|
|
|
(11,246
|
)
|
||||||
|
Share-based compensation
|
—
|
|
|
1,078
|
|
|
—
|
|
|
—
|
|
|
1,078
|
|
|
—
|
|
|
1,078
|
|
||||||
|
Tax withholdings related to vesting of share-based payments
|
(5
|
)
|
|
(351
|
)
|
|
—
|
|
|
—
|
|
|
(351
|
)
|
|
—
|
|
|
(351
|
)
|
||||||
|
Dividends
|
—
|
|
|
—
|
|
|
(2,932
|
)
|
|
—
|
|
|
(2,932
|
)
|
|
—
|
|
|
(2,932
|
)
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
|
Balance at September 27, 2015
|
1,524
|
|
|
—
|
|
|
31,226
|
|
|
195
|
|
|
31,421
|
|
|
(7
|
)
|
|
31,414
|
|
||||||
|
Total comprehensive income
|
—
|
|
|
—
|
|
|
5,705
|
|
|
233
|
|
|
5,938
|
|
|
(3
|
)
|
|
5,935
|
|
||||||
|
Common stock issued under employee benefit plans and the related tax benefits
|
30
|
|
|
615
|
|
|
—
|
|
|
—
|
|
|
615
|
|
|
—
|
|
|
615
|
|
||||||
|
Repurchases and retirements of common stock
|
(73
|
)
|
|
(974
|
)
|
|
(2,949
|
)
|
|
—
|
|
|
(3,923
|
)
|
|
—
|
|
|
(3,923
|
)
|
||||||
|
Share-based compensation
|
—
|
|
|
997
|
|
|
—
|
|
|
—
|
|
|
997
|
|
|
—
|
|
|
997
|
|
||||||
|
Tax withholdings related to vesting of share-based payments
|
(5
|
)
|
|
(224
|
)
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
||||||
|
Dividends
|
—
|
|
|
—
|
|
|
(3,046
|
)
|
|
—
|
|
|
(3,046
|
)
|
|
—
|
|
|
(3,046
|
)
|
||||||
|
Balance at September 25, 2016
|
1,476
|
|
|
414
|
|
|
30,936
|
|
|
428
|
|
|
31,778
|
|
|
(10
|
)
|
|
31,768
|
|
||||||
|
Total comprehensive income
|
—
|
|
|
—
|
|
|
2,466
|
|
|
(44
|
)
|
|
2,422
|
|
|
(1
|
)
|
|
2,421
|
|
||||||
|
Common stock issued under employee benefit plans and the related tax benefits
|
25
|
|
|
499
|
|
|
—
|
|
|
—
|
|
|
499
|
|
|
—
|
|
|
499
|
|
||||||
|
Repurchases and retirements of common stock
|
(23
|
)
|
|
(1,342
|
)
|
|
—
|
|
|
—
|
|
|
(1,342
|
)
|
|
—
|
|
|
(1,342
|
)
|
||||||
|
Share-based compensation
|
—
|
|
|
975
|
|
|
—
|
|
|
—
|
|
|
975
|
|
|
—
|
|
|
975
|
|
||||||
|
Tax withholdings related to vesting of share-based payments
|
(4
|
)
|
|
(268
|
)
|
|
—
|
|
|
—
|
|
|
(268
|
)
|
|
—
|
|
|
(268
|
)
|
||||||
|
Dividends
|
—
|
|
|
—
|
|
|
(3,314
|
)
|
|
—
|
|
|
(3,314
|
)
|
|
—
|
|
|
(3,314
|
)
|
||||||
|
Other
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
11
|
|
|
7
|
|
||||||
|
Balance at September 24, 2017
|
1,474
|
|
|
$
|
274
|
|
|
$
|
30,088
|
|
|
$
|
384
|
|
|
$
|
30,746
|
|
|
$
|
—
|
|
|
$
|
30,746
|
|
|
|
September 24, 2017
|
|
September 25, 2016
|
||||
|
Equity method investments
|
$
|
379
|
|
|
$
|
324
|
|
|
Cost method investments
|
603
|
|
|
531
|
|
||
|
|
$
|
982
|
|
|
$
|
855
|
|
|
|
September 24, 2017
|
|
September 25, 2016
|
||||
|
Forwards
|
$
|
163
|
|
|
$
|
108
|
|
|
Options
|
2,333
|
|
|
929
|
|
||
|
Swaps
|
3,000
|
|
|
3,061
|
|
||
|
|
$
|
5,496
|
|
|
$
|
4,098
|
|
|
|
September 24, 2017
|
|
September 25, 2016
|
||||
|
Chinese renminbi
|
$
|
1,460
|
|
|
$
|
325
|
|
|
Euro
|
146
|
|
|
31
|
|
||
|
Indian rupee
|
772
|
|
|
433
|
|
||
|
Japanese yen
|
68
|
|
|
97
|
|
||
|
Korean won
|
50
|
|
|
85
|
|
||
|
United States dollar
|
3,000
|
|
|
3,045
|
|
||
|
Other
|
—
|
|
|
82
|
|
||
|
|
$
|
5,496
|
|
|
$
|
4,098
|
|
|
•
|
Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets.
|
|
•
|
Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument.
|
|
•
|
Level 3 includes financial instruments for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Cost of revenues
|
$
|
38
|
|
|
$
|
40
|
|
|
$
|
42
|
|
|
Research and development
|
588
|
|
|
614
|
|
|
659
|
|
|||
|
Selling, general and administrative
|
288
|
|
|
289
|
|
|
325
|
|
|||
|
Share-based compensation expense before income taxes
|
914
|
|
|
943
|
|
|
1,026
|
|
|||
|
Related income tax benefit
|
(161
|
)
|
|
(190
|
)
|
|
(190
|
)
|
|||
|
|
$
|
753
|
|
|
$
|
753
|
|
|
$
|
836
|
|
|
Accounts Receivable (in millions)
|
|
|
|
||||
|
|
September 24, 2017
|
|
September 25, 2016
|
||||
|
Trade, net of allowances for doubtful accounts of $11 and $1, respectively
|
$
|
3,576
|
|
|
$
|
2,194
|
|
|
Long-term contracts
|
40
|
|
|
20
|
|
||
|
Other
|
16
|
|
|
5
|
|
||
|
|
$
|
3,632
|
|
|
$
|
2,219
|
|
|
Inventories (in millions)
|
|
|
|
||||
|
|
September 24, 2017
|
|
September 25, 2016
|
||||
|
Raw materials
|
$
|
103
|
|
|
$
|
1
|
|
|
Work-in-process
|
799
|
|
|
847
|
|
||
|
Finished goods
|
1,133
|
|
|
708
|
|
||
|
|
$
|
2,035
|
|
|
$
|
1,556
|
|
|
Property, Plant and Equipment (in millions)
|
September 24, 2017
|
|
September 25, 2016
|
||||
|
Land
|
$
|
195
|
|
|
$
|
192
|
|
|
Buildings and improvements
|
1,595
|
|
|
1,545
|
|
||
|
Computer equipment and software
|
1,609
|
|
|
1,426
|
|
||
|
Machinery and equipment
|
3,528
|
|
|
2,454
|
|
||
|
Furniture and office equipment
|
109
|
|
|
77
|
|
||
|
Leasehold improvements
|
310
|
|
|
254
|
|
||
|
Construction in progress
|
73
|
|
|
92
|
|
||
|
|
7,419
|
|
|
6,040
|
|
||
|
Less accumulated depreciation and amortization
|
(4,203
|
)
|
|
(3,734
|
)
|
||
|
|
$
|
3,216
|
|
|
$
|
2,306
|
|
|
|
QCT
|
|
QTL
|
|
Nonreportable Segments
|
|
Total
|
||||||||
|
Balance at September 27, 2015
|
$
|
4,461
|
|
|
$
|
718
|
|
|
$
|
300
|
|
|
$
|
5,479
|
|
|
Acquisitions
|
172
|
|
|
—
|
|
|
—
|
|
|
172
|
|
||||
|
Impairments
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
||||
|
Other (1)
|
41
|
|
|
—
|
|
|
4
|
|
|
45
|
|
||||
|
Balance at September 25, 2016 (2)
|
4,674
|
|
|
718
|
|
|
287
|
|
|
5,679
|
|
||||
|
Acquisitions
|
841
|
|
|
23
|
|
|
11
|
|
|
875
|
|
||||
|
Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Other (1)
|
66
|
|
|
—
|
|
|
3
|
|
|
69
|
|
||||
|
Balance at September 24, 2017 (2)
|
$
|
5,581
|
|
|
$
|
741
|
|
|
$
|
301
|
|
|
$
|
6,623
|
|
|
(1)
|
Includes changes in goodwill amounts resulting from foreign currency translation, purchase accounting adjustments and, in fiscal 2016, the sale of the Company’s business that provided augmented reality applications.
|
|
(2)
|
Cumulative goodwill impairments were
$537 million
at both
September 24, 2017
and
September 25, 2016
.
|
|
|
September 24, 2017
|
|
September 25, 2016
|
||||||||||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted-average amortization period
(years)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted-average amortization period
(years)
|
||||||||
|
Wireless spectrum
|
$
|
1
|
|
|
$
|
—
|
|
|
20
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
5
|
|
Marketing-related
|
77
|
|
|
(52
|
)
|
|
4
|
|
119
|
|
|
(77
|
)
|
|
8
|
||||
|
Technology-based
|
6,413
|
|
|
(2,818
|
)
|
|
10
|
|
5,900
|
|
|
(2,459
|
)
|
|
10
|
||||
|
Customer-related
|
149
|
|
|
(33
|
)
|
|
9
|
|
21
|
|
|
(4
|
)
|
|
7
|
||||
|
|
$
|
6,640
|
|
|
$
|
(2,903
|
)
|
|
10
|
|
$
|
6,042
|
|
|
$
|
(2,542
|
)
|
|
10
|
|
Other Current Liabilities (in millions)
|
|
|
|
||||
|
|
September 24,
2017 |
|
September 25,
2016 |
||||
|
Customer incentives and other customer-related liabilities
|
$
|
2,804
|
|
|
$
|
1,710
|
|
|
Accrual for TFTC fine (Note 7)
|
778
|
|
|
—
|
|
||
|
Other
|
1,174
|
|
|
551
|
|
||
|
|
$
|
4,756
|
|
|
$
|
2,261
|
|
|
|
Foreign Currency Translation Adjustment
|
|
Noncredit Other-than-Temporary Impairment Losses and Subsequent Changes in Fair Value for Certain Available-for-Sale Debt Securities
|
|
Net Unrealized Gain (Loss) on Other Available-for-Sale Securities
|
|
Net Unrealized Gain (Loss) on Derivative Instruments
|
|
Other Gains
|
|
Total Accumulated Other Comprehensive Income
|
||||||||||||
|
Balance at September 25, 2016
|
$
|
(161
|
)
|
|
$
|
6
|
|
|
$
|
532
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
428
|
|
|
Other comprehensive (loss) income before reclassifications
|
309
|
|
|
6
|
|
|
(102
|
)
|
|
(49
|
)
|
|
4
|
|
|
168
|
|
||||||
|
Reclassifications from accumulated other comprehensive income
|
(1
|
)
|
|
11
|
|
|
(212
|
)
|
|
(10
|
)
|
|
—
|
|
|
(212
|
)
|
||||||
|
Other comprehensive (loss) income
|
308
|
|
|
17
|
|
|
(314
|
)
|
|
(59
|
)
|
|
4
|
|
|
(44
|
)
|
||||||
|
Balance at September 24, 2017
|
$
|
147
|
|
|
$
|
23
|
|
|
$
|
218
|
|
|
$
|
(8
|
)
|
|
$
|
4
|
|
|
$
|
384
|
|
|
Investment and Other Income, Net (in millions)
|
|
|
|
|
|
||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Interest and dividend income
|
$
|
619
|
|
|
$
|
611
|
|
|
$
|
527
|
|
|
Net realized gains on marketable securities
|
456
|
|
|
239
|
|
|
451
|
|
|||
|
Net realized gains on other investments
|
74
|
|
|
49
|
|
|
49
|
|
|||
|
Impairment losses on marketable securities
|
(131
|
)
|
|
(112
|
)
|
|
(163
|
)
|
|||
|
Impairment losses on other investments
|
(46
|
)
|
|
(60
|
)
|
|
(37
|
)
|
|||
|
Net gains (losses) on derivative instruments
|
32
|
|
|
(8
|
)
|
|
17
|
|
|||
|
Equity in net losses of investees
|
(74
|
)
|
|
(84
|
)
|
|
(32
|
)
|
|||
|
Net losses on foreign currency transactions
|
(30
|
)
|
|
—
|
|
|
—
|
|
|||
|
Net gains on deconsolidation of subsidiaries
|
—
|
|
|
—
|
|
|
3
|
|
|||
|
|
$
|
900
|
|
|
$
|
635
|
|
|
$
|
815
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Current provision (benefit):
|
|
|
|
|
|
||||||
|
Federal
|
$
|
72
|
|
|
$
|
4
|
|
|
$
|
(67
|
)
|
|
State
|
3
|
|
|
4
|
|
|
4
|
|
|||
|
Foreign
|
1,256
|
|
|
1,411
|
|
|
1,307
|
|
|||
|
|
1,331
|
|
|
1,419
|
|
|
1,244
|
|
|||
|
Deferred (benefit) provision:
|
|
|
|
|
|
||||||
|
Federal
|
(586
|
)
|
|
(184
|
)
|
|
(9
|
)
|
|||
|
State
|
4
|
|
|
6
|
|
|
1
|
|
|||
|
Foreign
|
(194
|
)
|
|
(110
|
)
|
|
(17
|
)
|
|||
|
|
(776
|
)
|
|
(288
|
)
|
|
(25
|
)
|
|||
|
|
$
|
555
|
|
|
$
|
1,131
|
|
|
$
|
1,219
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
United States
|
$
|
(762
|
)
|
|
$
|
3,032
|
|
|
$
|
2,993
|
|
|
Foreign
|
3,782
|
|
|
3,801
|
|
|
3,494
|
|
|||
|
|
$
|
3,020
|
|
|
$
|
6,833
|
|
|
$
|
6,487
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Expected income tax provision at federal statutory tax rate
|
$
|
1,057
|
|
|
$
|
2,392
|
|
|
$
|
2,270
|
|
|
State income tax provision, net of federal benefit
|
8
|
|
|
19
|
|
|
18
|
|
|||
|
Foreign income taxed at other than U.S. rates
|
(963
|
)
|
|
(1,068
|
)
|
|
(937
|
)
|
|||
|
Research and development tax credits
|
(81
|
)
|
|
(143
|
)
|
|
(148
|
)
|
|||
|
Worthless stock deduction of domestic subsidiary
|
—
|
|
|
(101
|
)
|
|
—
|
|
|||
|
Nondeductible charges related to the KFTC and TFTC investigations
|
363
|
|
|
—
|
|
|
—
|
|
|||
|
Impact of changes in tax reserves and audit settlements for prior year tax positions
|
111
|
|
|
—
|
|
|
(61
|
)
|
|||
|
Other
|
60
|
|
|
32
|
|
|
77
|
|
|||
|
|
$
|
555
|
|
|
$
|
1,131
|
|
|
$
|
1,219
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Additional income tax expense
|
$
|
493
|
|
|
$
|
487
|
|
|
$
|
656
|
|
|
Reduction to diluted earnings per share
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
$
|
0.40
|
|
|
|
September 24, 2017
|
|
September 25, 2016
|
||||
|
Unused tax credits
|
$
|
1,798
|
|
|
$
|
1,256
|
|
|
Accrued liabilities and reserves
|
888
|
|
|
409
|
|
||
|
Unearned revenues
|
886
|
|
|
920
|
|
||
|
Share-based compensation
|
241
|
|
|
277
|
|
||
|
Unused net operating losses
|
208
|
|
|
218
|
|
||
|
Unrealized losses on other investments and marketable securities
|
151
|
|
|
254
|
|
||
|
Other
|
21
|
|
|
55
|
|
||
|
Total gross deferred tax assets
|
4,193
|
|
|
3,389
|
|
||
|
Valuation allowance
|
(863
|
)
|
|
(754
|
)
|
||
|
Total net deferred tax assets
|
3,330
|
|
|
2,635
|
|
||
|
Intangible assets
|
(535
|
)
|
|
(502
|
)
|
||
|
Unrealized gains on other investments and marketable securities
|
(33
|
)
|
|
(194
|
)
|
||
|
Other
|
(95
|
)
|
|
(78
|
)
|
||
|
Total deferred tax liabilities
|
(663
|
)
|
|
(774
|
)
|
||
|
Net deferred tax assets
|
$
|
2,667
|
|
|
$
|
1,861
|
|
|
Reported as:
|
|
|
|
||||
|
Non-current deferred tax assets
|
2,900
|
|
|
2,030
|
|
||
|
Non-current deferred tax liabilities (1)
|
(233
|
)
|
|
(169
|
)
|
||
|
|
$
|
2,667
|
|
|
$
|
1,861
|
|
|
(1)
|
Non-current deferred tax liabilities were included in other liabilities in the consolidated balance sheets.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Beginning balance of unrecognized tax benefits
|
$
|
271
|
|
|
$
|
40
|
|
|
$
|
87
|
|
|
Additions based on prior year tax positions
|
92
|
|
|
20
|
|
|
31
|
|
|||
|
Reductions for prior year tax positions and lapse in statute of limitations
|
(11
|
)
|
|
(6
|
)
|
|
(70
|
)
|
|||
|
Additions for current year tax positions
|
23
|
|
|
218
|
|
|
5
|
|
|||
|
Settlements with taxing authorities
|
(3
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|||
|
Ending balance of unrecognized tax benefits
|
$
|
372
|
|
|
$
|
271
|
|
|
$
|
40
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
Per Share
|
|
Total
|
|
Per Share
|
|
Total
|
|
Per Share
|
|
Total
|
||||||||||||
|
First quarter
|
$
|
0.53
|
|
|
$
|
801
|
|
|
$
|
0.48
|
|
|
$
|
730
|
|
|
$
|
0.42
|
|
|
$
|
710
|
|
|
Second quarter
|
0.53
|
|
|
798
|
|
|
0.48
|
|
|
726
|
|
|
0.42
|
|
|
702
|
|
||||||
|
Third quarter
|
0.57
|
|
|
858
|
|
|
0.53
|
|
|
794
|
|
|
0.48
|
|
|
771
|
|
||||||
|
Fourth quarter
|
0.57
|
|
|
857
|
|
|
0.53
|
|
|
796
|
|
|
0.48
|
|
|
749
|
|
||||||
|
|
$
|
2.20
|
|
|
$
|
3,314
|
|
|
$
|
2.02
|
|
|
$
|
3,046
|
|
|
$
|
1.80
|
|
|
$
|
2,932
|
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair
Value
|
|
Aggregate Intrinsic
Value
|
|||||
|
|
(In thousands)
|
|
|
|
(In billions)
|
|||||
|
RSUs outstanding at September 25, 2016
|
26,078
|
|
|
$
|
61.42
|
|
|
|
||
|
RSUs granted
|
12,525
|
|
|
66.54
|
|
|
|
|||
|
RSUs canceled/forfeited
|
(1,793
|
)
|
|
63.17
|
|
|
|
|||
|
RSUs vested
|
(12,106
|
)
|
|
64.34
|
|
|
|
|||
|
RSUs outstanding at September 24, 2017
|
24,704
|
|
|
$
|
62.46
|
|
|
$
|
1.3
|
|
|
|
Number of Shares
|
|
Weighted- Average
Exercise
Price
|
|
Average Remaining
Contractual Term
|
|
Aggregate Intrinsic
Value
|
|||||
|
|
(In thousands)
|
|
|
|
(Years)
|
|
(In millions)
|
|||||
|
Stock options outstanding at September 25, 2016
|
17,979
|
|
|
$
|
40.96
|
|
|
|
|
|
||
|
Stock options canceled/forfeited/expired
|
(52
|
)
|
|
27.33
|
|
|
|
|
|
|||
|
Stock options exercised
|
(5,542
|
)
|
|
41.02
|
|
|
|
|
|
|||
|
Stock options outstanding at September 24, 2017
|
12,385
|
|
|
$
|
40.99
|
|
|
1.3
|
|
$
|
139
|
|
|
Exercisable at September 24, 2017
|
12,382
|
|
|
$
|
41.00
|
|
|
1.3
|
|
$
|
139
|
|
|
|
|
September 24, 2017
|
|
September 25, 2016
|
||||||||
|
|
|
Amount
|
|
Effective Rate
|
|
Amount
|
|
Effective Rate
|
||||
|
May 2015 Notes
|
|
|
|
|
|
|
|
|||||
|
|
Floating-rate three-month LIBOR plus 0.27% notes due May 18, 2018
|
$
|
250
|
|
|
1.65%
|
|
$
|
250
|
|
|
1.14%
|
|
|
Floating-rate three-month LIBOR plus 0.55% notes due May 20, 2020
|
250
|
|
|
1.92%
|
|
250
|
|
|
1.42%
|
||
|
|
Fixed-rate 1.40% notes due May 18, 2018
|
1,250
|
|
|
1.93%
|
|
1,250
|
|
|
0.93%
|
||
|
|
Fixed-rate 2.25% notes due May 20, 2020
|
1,750
|
|
|
2.20%
|
|
1,750
|
|
|
1.69%
|
||
|
|
Fixed-rate 3.00% notes due May 20, 2022
|
2,000
|
|
|
2.65%
|
|
2,000
|
|
|
2.04%
|
||
|
|
Fixed-rate 3.45% notes due May 20, 2025
|
2,000
|
|
|
3.46%
|
|
2,000
|
|
|
3.46%
|
||
|
|
Fixed-rate 4.65% notes due May 20, 2035
|
1,000
|
|
|
4.74%
|
|
1,000
|
|
|
4.74%
|
||
|
|
Fixed-rate 4.80% notes due May 20, 2045
|
1,500
|
|
|
4.71%
|
|
1,500
|
|
|
4.71%
|
||
|
May 2017 Notes
|
|
|
|
|
|
|
|
|||||
|
|
Floating-rate three-month LIBOR plus 0.36% notes due May 20, 2019
|
750
|
|
|
1.80%
|
|
—
|
|
|
|
||
|
|
Floating-rate three-month LIBOR plus 0.45% notes due May 20, 2020
|
500
|
|
|
1.86%
|
|
—
|
|
|
|
||
|
|
Floating-rate three-month LIBOR plus 0.73% notes due January 30, 2023
|
500
|
|
|
2.11%
|
|
—
|
|
|
|
||
|
|
Fixed-rate 1.85% notes due May 20, 2019
|
1,250
|
|
|
2.00%
|
|
—
|
|
|
|
||
|
|
Fixed-rate 2.10% notes due May 20, 2020
|
1,500
|
|
|
2.19%
|
|
—
|
|
|
|
||
|
|
Fixed-rate 2.60% notes due January 30, 2023
|
1,500
|
|
|
2.70%
|
|
—
|
|
|
|
||
|
|
Fixed-rate 2.90% notes due May 20, 2024
|
1,500
|
|
|
3.01%
|
|
—
|
|
|
|
||
|
|
Fixed-rate 3.25% notes due May 20, 2027
|
2,000
|
|
|
3.46%
|
|
—
|
|
|
|
||
|
|
Fixed-rate 4.30% notes due May 20, 2047
|
1,500
|
|
|
4.47%
|
|
—
|
|
|
|
||
|
|
Total principal
|
21,000
|
|
|
|
|
10,000
|
|
|
|
||
|
|
Unamortized discount, including debt issuance costs
|
(106
|
)
|
|
|
|
(57
|
)
|
|
|
||
|
|
Hedge accounting fair value adjustments
|
—
|
|
|
|
|
65
|
|
|
|
||
|
|
Total long-term debt
|
$
|
20,894
|
|
|
|
|
$
|
10,008
|
|
|
|
|
Reported as:
|
|
|
|
|
|
|
|
|||||
|
|
Short-term debt
|
$
|
1,496
|
|
|
|
|
$
|
—
|
|
|
|
|
|
Long-term debt
|
19,398
|
|
|
|
|
10,008
|
|
|
|
||
|
|
Total
|
$
|
20,894
|
|
|
|
|
$
|
10,008
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Revenues
|
|
|
|
|
|
||||||
|
QCT
|
$
|
16,479
|
|
|
$
|
15,409
|
|
|
$
|
17,154
|
|
|
QTL
|
6,445
|
|
|
7,664
|
|
|
7,947
|
|
|||
|
QSI
|
113
|
|
|
47
|
|
|
4
|
|
|||
|
Reconciling Items
|
(746
|
)
|
|
434
|
|
|
176
|
|
|||
|
Total
|
$
|
22,291
|
|
|
$
|
23,554
|
|
|
$
|
25,281
|
|
|
EBT
|
|
|
|
|
|
||||||
|
QCT
|
$
|
2,747
|
|
|
$
|
1,812
|
|
|
$
|
2,465
|
|
|
QTL
|
5,175
|
|
|
6,528
|
|
|
6,882
|
|
|||
|
QSI
|
65
|
|
|
386
|
|
|
(74
|
)
|
|||
|
Reconciling Items
|
(4,967
|
)
|
|
(1,893
|
)
|
|
(2,786
|
)
|
|||
|
Total
|
$
|
3,020
|
|
|
$
|
6,833
|
|
|
$
|
6,487
|
|
|
Assets
|
|
|
|
|
|
||||||
|
QCT
|
$
|
3,830
|
|
|
$
|
2,995
|
|
|
$
|
2,923
|
|
|
QTL
|
1,735
|
|
|
644
|
|
|
438
|
|
|||
|
QSI
|
1,037
|
|
|
910
|
|
|
812
|
|
|||
|
Reconciling Items
|
58,884
|
|
|
47,810
|
|
|
46,623
|
|
|||
|
Total
|
$
|
65,486
|
|
|
$
|
52,359
|
|
|
$
|
50,796
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
China (including Hong Kong)
|
$
|
14,579
|
|
|
$
|
13,503
|
|
|
$
|
13,337
|
|
|
South Korea
|
3,538
|
|
|
3,918
|
|
|
4,107
|
|
|||
|
United States
|
513
|
|
|
386
|
|
|
246
|
|
|||
|
Other foreign
|
3,661
|
|
|
5,747
|
|
|
7,591
|
|
|||
|
|
$
|
22,291
|
|
|
$
|
23,554
|
|
|
$
|
25,281
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Revenues
|
|
|
|
|
|
||||||
|
Nonreportable segments
|
$
|
311
|
|
|
$
|
438
|
|
|
$
|
181
|
|
|
BlackBerry arbitration
|
(962
|
)
|
|
—
|
|
|
—
|
|
|||
|
Unallocated other revenues
|
(95
|
)
|
|
—
|
|
|
—
|
|
|||
|
Intersegment eliminations
|
—
|
|
|
(4
|
)
|
|
(5
|
)
|
|||
|
|
$
|
(746
|
)
|
|
$
|
434
|
|
|
$
|
176
|
|
|
EBT
|
|
|
|
|
|
||||||
|
BlackBerry arbitration
|
$
|
(962
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Unallocated other revenues
|
(95
|
)
|
|
—
|
|
|
—
|
|
|||
|
Unallocated cost of revenues
|
(517
|
)
|
|
(495
|
)
|
|
(314
|
)
|
|||
|
Unallocated research and development expenses
|
(1,056
|
)
|
|
(799
|
)
|
|
(809
|
)
|
|||
|
Unallocated selling, general and administrative expenses
|
(647
|
)
|
|
(478
|
)
|
|
(497
|
)
|
|||
|
Unallocated other expense, net
|
(1,742
|
)
|
|
(154
|
)
|
|
(1,289
|
)
|
|||
|
Unallocated interest expense
|
(488
|
)
|
|
(292
|
)
|
|
(101
|
)
|
|||
|
Unallocated investment and other income, net
|
913
|
|
|
667
|
|
|
855
|
|
|||
|
Nonreportable segments
|
(373
|
)
|
|
(342
|
)
|
|
(630
|
)
|
|||
|
Intersegment eliminations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
|
|
$
|
(4,967
|
)
|
|
$
|
(1,893
|
)
|
|
$
|
(2,786
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Cost of revenues
|
$
|
437
|
|
|
$
|
434
|
|
|
$
|
272
|
|
|
Research and development expenses
|
20
|
|
|
10
|
|
|
14
|
|
|||
|
Selling, general and administrative expenses
|
272
|
|
|
99
|
|
|
72
|
|
|||
|
Cash paid to TDK at close
|
$
|
1,463
|
|
|
Fair value of Put and Call Option
|
1,112
|
|
|
|
Fair value of contingent consideration and other deferred payments
|
496
|
|
|
|
Total purchase price
|
$
|
3,071
|
|
|
Cash and cash equivalents
|
$
|
306
|
|
|
Accounts receivable
|
303
|
|
|
|
Inventories
|
261
|
|
|
|
Intangible assets subject to amortization:
|
|
||
|
Technology-based intangible assets
|
738
|
|
|
|
Customer-related intangible assets
|
87
|
|
|
|
Marketing-related intangible assets
|
8
|
|
|
|
In-process research and development (IPR&D)
|
75
|
|
|
|
Property, plant and equipment
|
821
|
|
|
|
Goodwill
|
829
|
|
|
|
Other assets
|
42
|
|
|
|
Total assets
|
3,470
|
|
|
|
Liabilities
|
(399
|
)
|
|
|
|
$
|
3,071
|
|
|
|
(Unaudited)
|
||||||
|
|
2017
|
|
2016
|
||||
|
Pro forma revenues
|
$
|
22,806
|
|
|
$
|
24,731
|
|
|
Pro forma net income attributable to Qualcomm
|
2,614
|
|
|
5,791
|
|
||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Cash equivalents
|
$
|
21,016
|
|
|
$
|
12,933
|
|
|
$
|
—
|
|
|
$
|
33,949
|
|
|
Marketable securities
|
|
|
|
|
|
|
|
||||||||
|
U.S. Treasury securities and government-related securities
|
969
|
|
|
13
|
|
|
—
|
|
|
982
|
|
||||
|
Corporate bonds and notes
|
—
|
|
|
2,285
|
|
|
—
|
|
|
2,285
|
|
||||
|
Mortgage- and asset-backed and auction rate securities
|
—
|
|
|
93
|
|
|
40
|
|
|
133
|
|
||||
|
Equity and preferred securities and equity funds
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||
|
Debt funds
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
||||
|
Total marketable securities
|
1,005
|
|
|
2,500
|
|
|
40
|
|
|
3,545
|
|
||||
|
Derivative instruments
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
|
Other investments
|
369
|
|
|
—
|
|
|
125
|
|
|
494
|
|
||||
|
Total assets measured at fair value
|
$
|
22,390
|
|
|
$
|
15,447
|
|
|
$
|
165
|
|
|
$
|
38,002
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivative instruments
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
Other liabilities
|
369
|
|
|
—
|
|
|
196
|
|
|
565
|
|
||||
|
Total liabilities measured at fair value
|
$
|
369
|
|
|
$
|
27
|
|
|
$
|
196
|
|
|
$
|
592
|
|
|
|
2017
|
|
2016
|
||||||||||||||||
|
|
Marketable Securities
|
|
Other Investments
|
|
Other Liabilities
|
|
Marketable Securities
|
|
Other Investments
|
||||||||||
|
Beginning balance of Level 3
|
$
|
43
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
224
|
|
|
$
|
13
|
|
|
Total realized and unrealized gains or losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Included in selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Included in investment and other income, net
|
—
|
|
|
3
|
|
|
—
|
|
|
(4
|
)
|
|
(23
|
)
|
|||||
|
Included in other comprehensive income (loss)
|
—
|
|
|
8
|
|
|
—
|
|
|
(1
|
)
|
|
15
|
|
|||||
|
Issuances
|
—
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
—
|
|
|||||
|
Purchases
|
—
|
|
|
111
|
|
|
—
|
|
|
2
|
|
|
40
|
|
|||||
|
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|||||
|
Settlements
|
(3
|
)
|
|
(34
|
)
|
|
—
|
|
|
(45
|
)
|
|
(8
|
)
|
|||||
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|||||
|
Ending balance of Level 3
|
$
|
40
|
|
|
$
|
125
|
|
|
$
|
196
|
|
|
$
|
43
|
|
|
$
|
37
|
|
|
|
Current
|
|
Noncurrent
|
||||||||||||
|
|
September 24,
2017 |
|
September 25,
2016 |
|
September 24,
2017 |
|
September 25,
2016 |
||||||||
|
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
|
U.S. Treasury securities and government-related securities
|
$
|
23
|
|
|
$
|
1,116
|
|
|
$
|
959
|
|
|
$
|
1,099
|
|
|
Corporate bonds and notes
|
2,014
|
|
|
10,159
|
|
|
271
|
|
|
8,584
|
|
||||
|
Mortgage- and asset-backed and auction rate securities
|
93
|
|
|
1,363
|
|
|
40
|
|
|
534
|
|
||||
|
Equity and preferred securities and equity funds
|
36
|
|
|
64
|
|
|
—
|
|
|
1,682
|
|
||||
|
Debt funds
|
109
|
|
|
—
|
|
|
—
|
|
|
1,803
|
|
||||
|
Total available-for-sale
|
2,275
|
|
|
12,702
|
|
|
1,270
|
|
|
13,702
|
|
||||
|
Time deposits
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total marketable securities
|
$
|
2,279
|
|
|
$
|
12,702
|
|
|
$
|
1,270
|
|
|
$
|
13,702
|
|
|
|
September 24,
2017 |
||
|
Years to Maturity:
|
|
||
|
Less than one year
|
$
|
2,189
|
|
|
One to five years
|
1,079
|
|
|
|
Five to ten years
|
—
|
|
|
|
Greater than ten years
|
—
|
|
|
|
No single maturity date
|
241
|
|
|
|
Total
|
$
|
3,509
|
|
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains
|
||||||
|
2017
|
$
|
553
|
|
|
$
|
(127
|
)
|
|
$
|
426
|
|
|
2016
|
277
|
|
|
(37
|
)
|
|
240
|
|
|||
|
2015
|
540
|
|
|
(52
|
)
|
|
488
|
|
|||
|
|
Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
|
September 24, 2017
|
|
|
|
|
|
|
|
||||||||
|
Equity securities
|
$
|
8
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
Debt securities (including debt funds)
|
3,497
|
|
|
13
|
|
|
(1
|
)
|
|
3,509
|
|
||||
|
|
$
|
3,505
|
|
|
$
|
41
|
|
|
$
|
(1
|
)
|
|
$
|
3,545
|
|
|
September 25, 2016
|
|
|
|
|
|
|
|
||||||||
|
Equity securities
|
$
|
1,554
|
|
|
$
|
204
|
|
|
$
|
(12
|
)
|
|
$
|
1,746
|
|
|
Debt securities (including debt funds)
|
24,363
|
|
|
388
|
|
|
(93
|
)
|
|
24,658
|
|
||||
|
|
$
|
25,917
|
|
|
$
|
592
|
|
|
$
|
(105
|
)
|
|
$
|
26,404
|
|
|
|
September 24, 2017
|
||||||||||||||
|
|
Less than 12 months
|
|
More than 12 months
|
||||||||||||
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||
|
Corporate bonds and notes
|
$
|
330
|
|
|
$
|
(1
|
)
|
|
$
|
21
|
|
|
$
|
—
|
|
|
|
September 25, 2016
|
||||||||||||||
|
|
Less than 12 months
|
|
More than 12 months
|
||||||||||||
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||
|
U.S. Treasury securities and government-related securities
|
$
|
444
|
|
|
$
|
(5
|
)
|
|
$
|
16
|
|
|
$
|
—
|
|
|
Corporate bonds and notes
|
2,775
|
|
|
(12
|
)
|
|
1,033
|
|
|
(65
|
)
|
||||
|
Mortgage- and asset-backed and auction rate securities
|
337
|
|
|
(3
|
)
|
|
211
|
|
|
(2
|
)
|
||||
|
Equity and preferred securities and equity funds
|
312
|
|
|
(4
|
)
|
|
130
|
|
|
(8
|
)
|
||||
|
Debt funds
|
—
|
|
|
—
|
|
|
309
|
|
|
(6
|
)
|
||||
|
|
$
|
3,868
|
|
|
$
|
(24
|
)
|
|
$
|
1,699
|
|
|
$
|
(81
|
)
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
|
2017 (1)
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
5,999
|
|
|
$
|
5,016
|
|
|
$
|
5,371
|
|
|
$
|
5,905
|
|
|
Operating income (2)
|
778
|
|
|
729
|
|
|
773
|
|
|
333
|
|
||||
|
Net income (2)
|
681
|
|
|
749
|
|
|
865
|
|
|
168
|
|
||||
|
Net income attributable to Qualcomm
|
682
|
|
|
749
|
|
|
866
|
|
|
168
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Basic earnings per share attributable to Qualcomm (3):
|
$
|
0.46
|
|
|
$
|
0.51
|
|
|
$
|
0.59
|
|
|
$
|
0.11
|
|
|
Diluted earnings per share attributable to Qualcomm (3):
|
0.46
|
|
|
0.50
|
|
|
0.58
|
|
|
0.11
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
2016 (1)
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
5,775
|
|
|
$
|
5,551
|
|
|
$
|
6,044
|
|
|
$
|
6,184
|
|
|
Operating income
|
1,685
|
|
|
1,415
|
|
|
1,592
|
|
|
1,804
|
|
||||
|
Net income
|
1,496
|
|
|
1,164
|
|
|
1,443
|
|
|
1,599
|
|
||||
|
Net income attributable to Qualcomm
|
1,498
|
|
|
1,164
|
|
|
1,444
|
|
|
1,599
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Basic earnings per share attributable to Qualcomm (3):
|
$
|
1.00
|
|
|
$
|
0.78
|
|
|
$
|
0.98
|
|
|
$
|
1.08
|
|
|
Diluted earnings per share attributable to Qualcomm (3):
|
0.99
|
|
|
0.78
|
|
|
0.97
|
|
|
1.07
|
|
||||
|
(1)
|
Amounts, other than per share amounts, are rounded to millions each quarter. Therefore, the sum of the quarterly amounts may not equal the annual amounts reported.
|
|
(2)
|
Operating income and net income in the fourth quarter of fiscal 2017 were negatively impacted by a
$778 million
charge related to the TFTC fine.
|
|
(3)
|
Earnings per share attributable to Qualcomm are computed independently for each quarter and the full year based upon respective average shares outstanding. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual amounts reported.
|
|
|
Balance at
Beginning of
Period
|
|
Charged
(Credited) to
Costs and
Expenses
|
|
Deductions
|
|
Other
|
|
Balance at
End of
Period
|
||||||||||
|
Year ended September 24, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowances:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
— trade receivables
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
Valuation allowance on deferred tax assets
|
754
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
863
|
|
|||||
|
|
$
|
755
|
|
|
$
|
119
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
874
|
|
|
Year ended September 25, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowances:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
— trade receivables
|
$
|
6
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Valuation allowance on deferred tax assets
|
635
|
|
|
118
|
|
|
—
|
|
|
1
|
|
(a)
|
754
|
|
|||||
|
|
$
|
641
|
|
|
$
|
113
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
755
|
|
|
Year ended September 27, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowances:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
— trade receivables
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
— notes receivable
|
4
|
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
(b)
|
—
|
|
|||||
|
Valuation allowance on deferred tax assets
|
414
|
|
|
130
|
|
|
—
|
|
|
91
|
|
(a)
|
635
|
|
|||||
|
|
$
|
423
|
|
|
$
|
131
|
|
|
$
|
(3
|
)
|
|
$
|
90
|
|
|
$
|
641
|
|
|
(a)
|
This amount was recorded to goodwill in connection with a business acquisition.
|
|
(b)
|
This amount relates to notes receivable on strategic investments that were converted to cost method equity investments.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|