QCOM 10-K Annual Report Sept. 30, 2018 | Alphaminr
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QCOM 10-K Fiscal year ended Sept. 30, 2018

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QUALCOMM INC/DE
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal and Regulatory ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. ManagementItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryNote 1. Significant Accounting PoliciesNote 2. Composition Of Certain Financial Statement ItemsNote 3. Income TaxesNote 4. Capital StockNote 5. Employee Benefit PlansNote 6. DebtNote 7. Commitments and ContingenciesNote 8. Segment InformationNote 9. AcquisitionsNote 10. Restructuring PlansNote 11. Fair Value MeasurementsNote 12. Marketable SecuritiesNote 13. Summarized Quarterly Data (unaudited)

Exhibits

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 2.2 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 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 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 2.5 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 2.6 Amendment No. 1, dated February 20, 2018, to 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/ 18623109 2/20/2018 2.1 2.7 Amendment No. 2, dated April 19, 2018, to Purchase Agreement, dated as of October 27, 2016, by and between Qualcomm River Holdings B.V. and NXP Semiconductors N.V., as amended by Amendment No. 1 to the Purchase Agreement, dated as of February 20, 2018, by and between Qualcomm River Holdings B.V. and NXP Semiconductors N.V. (1) 8-K 000-19528/ 18762502 4/19/2018 2.1 3.1 Amended and Restated Certificate of Incorporation 8-K 000-19528/ 18766678 4/20/2018 3.1 3.2 Amended and Restated Bylaws 8-K 000-19528/ 18957073 7/17/2018 3.1 4.1 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 4.2 Officers Certificate, dated May 20, 2015, for the Floating Rate Notes due 2018, the Floating Rate Notes due 2020, the 1.400% Notes due 2018, the 2.250% Notes due 2020, the 3.000% Notes due 2022, the 3.450% Notes due 2025, the 4.650% Notes due 2035 and the 4.800% Notes due 2045. 8-K 000-19528/ 15880967 5/21/2015 4.2 4.3 Form of Floating Rate Notes due 2020. 8-K 000-19528/ 15880967 5/21/2015 4.4 4.4 Form of 2.250% Notes due 2020. 8-K 000-19528/ 15880967 5/21/2015 4.6 4.5 Form of 3.000% Notes due 2022. 8-K 000-19528/ 15880967 5/21/2015 4.7 4.6 Form of 3.450% Notes due 2025. 8-K 000-19528/ 15880967 5/21/2015 4.8 4.7 Form of 4.650% Notes due 2035. 8-K 000-19528/ 15880967 5/21/2015 4.9 4.8 Form of 4.800% Notes due 2045. 8-K 000-19528/ 15880967 5/21/2015 4.10 4.9 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 4.10 Form of Floating Rate Notes due 2023. 8-K 000-19528/ 17882336 5/31/2017 4.5 4.11 Form of 2.600% Notes due 2023. 8-K 000-19528/ 17882336 5/31/2017 4.8 4.12 Form of 2.900% Notes due 2024. 8-K 000-19528/ 17882336 5/31/2017 4.9 4.13 Form of 3.250% Notes due 2027. 8-K 000-19528/ 17882336 5/31/2017 4.10 4.14 Form of 4.300% Notes due 2047. 8-K 000-19528/ 17882336 5/31/2017 4.11 10.1 Form of Indemnity Agreement between the Company and its directors and officers. (2) 10-K 000-19528/ 151197257 11/4/2015 10.1 10.2 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 10.3 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 10.4 2006 Long-Term Incentive Plan, as amended and restated. (2) 10-Q 000-19528/ 13779468 4/24/2013 10.112 10.5 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 10.6 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 10.7 Non-Qualified Deferred Compensation Plan, as amended, effective January 1, 2016. (2) 8-K 000-19528/ 151134109 9/30/2015 10.1 10.8 Amendment to 2006 Long-Term Incentive Plan, as amended and restated. (2) 10-Q 000-19528/ 15555092 1/28/2015 10.126 10.9 Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended. (2) 10-Q 000-19528/ 151000141 7/22/2015 10.128 10.10 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 10.11 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 10.13 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 10.14 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 10.15 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 10.16 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 10.17 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 10.18 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 10.19 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 10.20 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 10.21 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 10.22 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 10.23 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 10.24 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 10.25 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 10.26 Form of 2017 Annual Cash Incentive Plan Performance Unit Agreement (2) 10-Q 000-19528/ 17546539 1/25/2017 10.47 10.27 Qualcomm Incorporated 2018 Director Compensation Plan. (2) 10-K 000-19528/ 171169046 11/1/2017 10.38 10.28 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) 10-K 000-19528/ 171169046 11/1/2017 10.39 10.29 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) 10-K 000-19528/ 171169046 11/1/2017 10.40 10.30 Amendment to the Qualcomm Incorporated 2006 and 2016 Long-Term Incentive Plans, as amended and restated. (2) 8-K 000-19528/ 0171271241 12/22/2017 10.2 10.31 Qualcomm Incorporated Non-Executive Officer Change in Control Severance Plan. 10-Q 000-19528/ 18562799 1/31/2018 10.42 10.32 Form of 2018 Annual Cash Incentive Plan Performance Unit Agreement. (2) 10-Q 000-19528/ 18562799 1/31/2018 10.43 10.33 Form of Executive Restricted Stock Unit Grant Notice and Executive Restricted Stock Unit Agreement under the 2016 Long-Term Incentive Plan (FY2017/FY2018). (2) 10-Q 000-19528/ 18562799 1/31/2018 10.44 10.34 Waiver and Consent No. 2, dated as of February 26, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. 8-K 000-19528/ 18662702 3/2/2018 1.1 10.35 Credit Agreement among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, dated as of March 6, 2018. 8-K 000-19528/ 18678483 3/9/2018 10.1 10.36 Amendment No. 1, dated as of April 20, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, to the Credit Agreement dated as of November 8, 2016, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. 8-K 000-19528/ 18771694 4/24/2018 10.1 10.37 Amendment No. 1, dated as April 20, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, to the Credit Agreement dated as of March 6, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. 8-K 000-19528/ 18771694 4/24/2018 10.2 10.38 Tender and Support Agreement, dated as of February20, 2018, by and among Qualcomm River Holdings B.V., Arrowgrass Master Fund Ltd. and Arrowgrass Customised Solutions I Limited. 8-K 000-19528/ 18623109 2/20/2018 10.1 10.39 Tender and Support Agreement, dated as of February20, 2018, by and among Qualcomm River Holdings B.V., D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Kalon Portfolios, L.L.C., D. E. Shaw Orienteer Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Orienteer X Portfolios, L.L.C. and D. E. Shaw Asymptote Portfolios, L.L.C. 8-K 000-19528/ 18623109 2/20/2018 10.2 10.40 Tender and Support Agreement, dated as of February20, 2018, by and among Qualcomm River Holdings B.V., Davidson Kempner International Ltd., Davidson Kempner Institutional Partners, L.P., Davidson Kempner Partners and M.H. Davidson& Co. 8-K 000-19528/ 18623109 2/20/2018 10.3 10.41 Tender and Support Agreement, dated as of February20, 2018, by and among Qualcomm River Holdings B.V., Elliott Associates, L.P., Elliott Associates International, L.P. and Elliott International Capital Advisors Inc. 8-K 000-19528/ 18623109 2/20/2018 10.4 10.42 Tender and Support Agreement, dated as of February20, 2018, by and among Qualcomm River Holdings B.V., Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners V, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Offshore Investors II, L.P., Farallon Capital F5 Master I, L.P., Farallon Capital (AM) Investors, L.P. and Farallon Capital Institutional Partners III, L.P. 8-K 000-19528/ 18623109 2/20/2018 10.5 10.43 Tender and Support Agreement, dated as of February20, 2018, by and among Qualcomm River Holdings B.V., HBK Master Fund L.P. and HBK Merger Strategies Master Fund L.P. 8-K 000-19528/ 18623109 2/20/2018 10.6 10.44 Tender and Support Agreement, dated as of February20, 2018, by and among Qualcomm River Holdings B.V. and Pentwater Capital Management LP. 8-K 000-19528/ 18623109 2/20/2018 10.7 10.45 Tender and Support Agreement, dated as of February 20, 2018, by and among Qualcomm River Holdings B.V., Soroban Master Fund LP and Soroban Opportunities Master Fund LP. 8-K 000-19528/ 18623109 2/20/2018 10.8 10.46 Tender and Support Agreement, dated as of February20, 2018, by and among Qualcomm River Holdings B.V. and TIG Advisors, LLC. 8-K 000-19528/ 18623109 2/20/2018 10.9 10.47 Form of 2016 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Grant Notice and Non-Employee Director Deferred Stock Unit Agreement for Non-Employee Directors in Singapore. (2) 10-Q 000-19528/ 18774411 4/25/2018 10.58 10.48 Form of 2016 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Grant Notice and Non-Employee Director Deferred Stock Unit Agreement for Non-Employee Directors in Spain. (2) 10-Q 000-19528/ 18774411 4/25/2018 10.59 10.49 Form of 2016 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Grant Notice and Non-Employee Director Deferred Stock Unit Agreement. (2) 10-Q 000-19528/ 18774411 4/25/2018 10.60 10.50 Qualcomm Incorporated Amended and Restated 2018 Director Compensation Plan. (2) 10-Q 000-19528/ 18774411 4/25/2018 10.61 10.51 Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended. (2) 10-Q 000-19528/ 18774411 4/25/2018 10.62 10.52 Qualcomm Incorporated Executive Officer Change in Control Severance Plan 8-K 000-19528/ 18859830 5/25/2018 10.1 10.53 Amendment No. 2, dated as of June 11, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, to the Credit Agreement dated as of March 6, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. 8-K 000-19528/ 18896982 6/13/2018 10.1 10.54 Master Confirmation Accelerated Stock Buyback, dated as of September12, 2018, between QUALCOMM Incorporated and Bank of America, N.A. 8-K 000-19528/ 181067919 9/13/2018 10.1 10.55 Master Confirmation Accelerated Stock Buyback, dated as of September12, 2018, between QUALCOMM Incorporated and Citibank, N.A. 8-K 000-19528/ 181067919 9/13/2018 10.2 10.56 Master Confirmation Accelerated Stock Buyback, dated as of September12, 2018, between QUALCOMM Incorporated and Morgan Stanley & Co. LLC 8-K 000-19528/ 181067919 9/13/2018 10.3 10.57 Qualcomm Incorporated Executive Officer Severance Plan 8-K 000-19528/ 181082096 9/21/2018 10.1 10.58 Qualcomm Incorporated 2019 Director Compensation Plan 10.59 Qualcomm Incorporated 2016 Long-Term Incentive Plan CEO Performance Stock Option Grant Notice and CEO Performance Stock Option Agreement 10.60 Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Agreement 10.61 Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Restricted Stock Unit Grant Notice and Executive Restricted Stock Unit Agreement 21 Subsidiaries of the Registrant. 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Certification pursuant to Section302 of the Sarbanes-Oxley Act of 2002 for Steve Mollenkopf. 31.2 Certification pursuant to Section302 of the Sarbanes-Oxley Act of 2002 for George S. Davis. 32.1 Certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002, for Steve Mollenkopf. 32.2 Certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002, for George S. Davis.