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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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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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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Class
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Number of Shares
|
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Common Stock, $0.0001 per share par value
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1,473,648,385
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Page
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QUALCOMM Incorporated
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||||
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CONDENSED CONSOLIDATED BALANCE SHEETS
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||||
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(In millions, except per share data)
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||||
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(Unaudited)
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||||
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June 26,
2016 |
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September 27,
2015 |
||||
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ASSETS
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|||||||
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Current assets:
|
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|
||||
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Cash and cash equivalents
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$
|
5,885
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|
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$
|
7,560
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Marketable securities
|
11,225
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|
|
9,761
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|
||
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Accounts receivable, net
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1,939
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|
|
1,964
|
|
||
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Inventories
|
1,338
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|
|
1,492
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|
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Deferred tax assets
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—
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|
|
635
|
|
||
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Other current assets
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592
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|
687
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Total current assets
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20,979
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|
22,099
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Marketable securities
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13,922
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|
|
13,626
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|
||
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Deferred tax assets
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2,075
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|
1,453
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||
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Property, plant and equipment, net
|
2,341
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|
|
2,534
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|
||
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Goodwill
|
5,657
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|
|
5,479
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|
||
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Other intangible assets, net
|
3,669
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|
|
3,742
|
|
||
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Other assets
|
2,143
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|
|
1,863
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|
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Total assets
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$
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50,786
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|
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$
|
50,796
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||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|||||||
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Current liabilities:
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||||
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Trade accounts payable
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$
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1,572
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$
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1,300
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Payroll and other benefits related liabilities
|
874
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|
|
861
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|
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Unearned revenues
|
535
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|
583
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|
||
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Short-term debt
|
1,749
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|
|
1,000
|
|
||
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Other current liabilities
|
2,113
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|
|
2,356
|
|
||
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Total current liabilities
|
6,843
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|
|
6,100
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|
||
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Unearned revenues
|
2,426
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|
|
2,496
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|
||
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Long-term debt
|
10,024
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|
|
9,969
|
|
||
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Other liabilities
|
855
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|
|
817
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|
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Total liabilities
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20,148
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|
|
19,382
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|
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Commitments and contingencies (Note 7)
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||||
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||||
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Stockholders’ equity:
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||||
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Qualcomm stockholders’ equity:
|
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||||
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Preferred stock, $0.0001 par value; 8 shares authorized; none outstanding
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—
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|
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—
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|
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Common stock and paid-in capital, $0.0001 par value; 6,000 shares authorized; 1,473 and 1,524 shares issued and outstanding, respectively
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169
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|
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—
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Retained earnings
|
30,134
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|
|
31,226
|
|
||
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Accumulated other comprehensive income
|
344
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|
|
195
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|
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Total Qualcomm stockholders’ equity
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30,647
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|
31,421
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|
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Noncontrolling interests
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(9
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)
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|
(7
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)
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Total stockholders’ equity
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30,638
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|
|
31,414
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Total liabilities and stockholders’ equity
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$
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50,786
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$
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50,796
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See Accompanying Notes to Condensed Consolidated Financial Statements.
|
||||
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QUALCOMM Incorporated
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||||
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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||||
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(In millions, except per share data)
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||||
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(Unaudited)
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||||
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Three Months Ended
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Nine Months Ended
|
||||||||||||
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June 26,
2016 |
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June 28,
2015 |
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June 26,
2016 |
|
June 28,
2015 |
||||||||
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Revenues:
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Equipment and services
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$
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3,875
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$
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3,840
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$
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11,311
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|
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$
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13,459
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Licensing
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2,169
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|
1,992
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6,059
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6,366
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||||
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Total revenues
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6,044
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5,832
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17,370
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19,825
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||||
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Costs and expenses:
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||||||||
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Cost of equipment and services revenues
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2,534
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|
|
2,451
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|
7,210
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|
|
8,126
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||||
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Research and development
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1,268
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1,407
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3,922
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|
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4,133
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Selling, general and administrative
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620
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|
|
621
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1,817
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1,749
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||||
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Other (Note 2)
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30
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|
|
118
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(270
|
)
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|
1,181
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|
||||
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Total costs and expenses
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4,452
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|
|
4,597
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|
12,679
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15,189
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||||
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Operating income
|
1,592
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|
|
1,235
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|
|
4,691
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|
|
4,636
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|
||||
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Interest expense
|
(75
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)
|
|
(32
|
)
|
|
(221
|
)
|
|
(34
|
)
|
||||
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Investment income, net (Note 2)
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176
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|
|
195
|
|
|
403
|
|
|
634
|
|
||||
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Income before income taxes
|
1,693
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|
|
1,398
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|
|
4,873
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|
|
5,236
|
|
||||
|
Income tax expense
|
(250
|
)
|
|
(215
|
)
|
|
(770
|
)
|
|
(1,029
|
)
|
||||
|
Net income
|
1,443
|
|
|
1,183
|
|
|
4,103
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|
|
4,207
|
|
||||
|
Net loss attributable to noncontrolling interests
|
1
|
|
|
1
|
|
|
3
|
|
|
2
|
|
||||
|
Net income attributable to Qualcomm
|
$
|
1,444
|
|
|
$
|
1,184
|
|
|
$
|
4,106
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|
|
$
|
4,209
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|
|
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|
|
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||||||||
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Basic earnings per share attributable to Qualcomm
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$
|
0.98
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|
|
$
|
0.74
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|
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$
|
2.76
|
|
|
$
|
2.57
|
|
|
Diluted earnings per share attributable to Qualcomm
|
$
|
0.97
|
|
|
$
|
0.73
|
|
|
$
|
2.74
|
|
|
$
|
2.53
|
|
|
Shares used in per share calculations:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
1,471
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|
|
1,608
|
|
|
1,487
|
|
|
1,638
|
|
||||
|
Diluted
|
1,486
|
|
|
1,629
|
|
|
1,500
|
|
|
1,661
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|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Dividends per share announced
|
$
|
0.53
|
|
|
$
|
0.48
|
|
|
$
|
1.49
|
|
|
$
|
1.32
|
|
|
See Accompanying Notes to Condensed Consolidated Financial Statements.
|
||||
|
QUALCOMM Incorporated
|
||||
|
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||
|
(In millions)
|
||||
|
(Unaudited)
|
||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||||
|
Net income
|
$
|
1,443
|
|
|
$
|
1,183
|
|
|
$
|
4,103
|
|
|
$
|
4,207
|
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation gains (losses)
|
5
|
|
|
7
|
|
|
(6
|
)
|
|
(25
|
)
|
||||
|
Reclassification of foreign currency translation losses included in net income
|
15
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||
|
Noncredit other-than-temporary impairment losses and subsequent changes in fair value related to certain available-for-sale debt securities
|
1
|
|
|
(9
|
)
|
|
(49
|
)
|
|
(19
|
)
|
||||
|
Reclassification of other-than-temporary losses on available-for-sale securities included in net income
|
27
|
|
|
31
|
|
|
128
|
|
|
92
|
|
||||
|
Net unrealized gains on other available-for-sale securities
|
176
|
|
|
20
|
|
|
135
|
|
|
14
|
|
||||
|
Reclassification of net realized gains on available-for-sale securities included in net income
|
(35
|
)
|
|
(76
|
)
|
|
(76
|
)
|
|
(251
|
)
|
||||
|
Net unrealized (losses) gains on derivative instruments
|
(4
|
)
|
|
58
|
|
|
(4
|
)
|
|
58
|
|
||||
|
Reclassification of net realized gains on derivative instruments included in net income
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total other comprehensive income (loss)
|
184
|
|
|
31
|
|
|
149
|
|
|
(131
|
)
|
||||
|
Total comprehensive income
|
1,627
|
|
|
1,214
|
|
|
4,252
|
|
|
4,076
|
|
||||
|
Comprehensive loss attributable to noncontrolling interests
|
1
|
|
|
1
|
|
|
3
|
|
|
2
|
|
||||
|
Comprehensive income attributable to Qualcomm
|
$
|
1,628
|
|
|
$
|
1,215
|
|
|
$
|
4,255
|
|
|
$
|
4,078
|
|
|
See Accompanying Notes to Condensed Consolidated Financial Statements.
|
||||
|
QUALCOMM Incorporated
|
||||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||
|
(In millions)
|
||||
|
(Unaudited)
|
||||
|
|
Nine Months Ended
|
||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
||||
|
Operating Activities:
|
|
|
|
||||
|
Net income
|
$
|
4,103
|
|
|
$
|
4,207
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization expense
|
1,092
|
|
|
888
|
|
||
|
Indefinite and long-lived asset impairment charges
|
94
|
|
|
304
|
|
||
|
Income tax provision (less than) in excess of income tax payments
|
(236
|
)
|
|
159
|
|
||
|
Gain on sale of wireless spectrum
|
(380
|
)
|
|
—
|
|
||
|
Non-cash portion of share-based compensation expense
|
730
|
|
|
793
|
|
||
|
Incremental tax benefits from share-based compensation
|
(3
|
)
|
|
(98
|
)
|
||
|
Net realized gains on marketable securities and other investments
|
(142
|
)
|
|
(399
|
)
|
||
|
Impairment losses on marketable securities and other investments
|
138
|
|
|
161
|
|
||
|
Other items, net
|
—
|
|
|
(29
|
)
|
||
|
Changes in assets and liabilities:
|
|
|
|
||||
|
Accounts receivable, net
|
39
|
|
|
438
|
|
||
|
Inventories
|
169
|
|
|
(122
|
)
|
||
|
Other assets
|
153
|
|
|
(897
|
)
|
||
|
Trade accounts payable
|
263
|
|
|
(769
|
)
|
||
|
Payroll, benefits and other liabilities
|
(434
|
)
|
|
(406
|
)
|
||
|
Unearned revenues
|
(270
|
)
|
|
(408
|
)
|
||
|
Net cash provided by operating activities
|
5,316
|
|
|
3,822
|
|
||
|
Investing Activities:
|
|
|
|
||||
|
Capital expenditures
|
(389
|
)
|
|
(815
|
)
|
||
|
Purchases of available-for-sale securities
|
(12,960
|
)
|
|
(13,118
|
)
|
||
|
Proceeds from sales and maturities of available-for-sale securities
|
10,303
|
|
|
11,897
|
|
||
|
Purchases of trading securities
|
(177
|
)
|
|
(1,034
|
)
|
||
|
Proceeds from sales and maturities of trading securities
|
779
|
|
|
1,008
|
|
||
|
Proceeds from sales of other marketable securities
|
450
|
|
|
—
|
|
||
|
Proceeds from sales of property, plant and equipment
|
15
|
|
|
161
|
|
||
|
Acquisitions and other investments, net of cash acquired
|
(663
|
)
|
|
(325
|
)
|
||
|
Proceeds from sale of wireless spectrum
|
232
|
|
|
—
|
|
||
|
Other items, net
|
181
|
|
|
6
|
|
||
|
Net cash used by investing activities
|
(2,229
|
)
|
|
(2,220
|
)
|
||
|
Financing Activities:
|
|
|
|
||||
|
Proceeds from short-term debt
|
6,633
|
|
|
2,813
|
|
||
|
Proceeds from long-term debt
|
—
|
|
|
9,937
|
|
||
|
Repayment of short-term debt
|
(5,885
|
)
|
|
(1,814
|
)
|
||
|
Proceeds from issuance of common stock
|
422
|
|
|
571
|
|
||
|
Repurchases and retirements of common stock
|
(3,698
|
)
|
|
(9,016
|
)
|
||
|
Dividends paid
|
(2,208
|
)
|
|
(2,142
|
)
|
||
|
Incremental tax benefits from share-based compensation
|
3
|
|
|
98
|
|
||
|
Other items, net
|
(32
|
)
|
|
41
|
|
||
|
Net cash (used) provided by financing activities
|
(4,765
|
)
|
|
488
|
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
3
|
|
|
(10
|
)
|
||
|
Net (decrease) increase in cash and cash equivalents
|
(1,675
|
)
|
|
2,080
|
|
||
|
Cash and cash equivalents at beginning of period
|
7,560
|
|
|
7,907
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
5,885
|
|
|
$
|
9,987
|
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||||
|
Cost of equipment and services revenues
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
31
|
|
|
$
|
33
|
|
|
Research and development
|
152
|
|
|
176
|
|
|
478
|
|
|
508
|
|
||||
|
Selling, general and administrative
|
73
|
|
|
85
|
|
|
221
|
|
|
252
|
|
||||
|
Share-based compensation expense before income taxes
|
235
|
|
|
271
|
|
|
730
|
|
|
793
|
|
||||
|
Related income tax benefit
|
(38
|
)
|
|
(58
|
)
|
|
(126
|
)
|
|
(145
|
)
|
||||
|
|
$
|
197
|
|
|
$
|
213
|
|
|
$
|
604
|
|
|
$
|
648
|
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
Inventories (in millions)
|
|
|
|
||||
|
|
June 26,
2016 |
|
September 27,
2015 |
||||
|
Raw materials
|
$
|
3
|
|
|
$
|
1
|
|
|
Work-in-process
|
694
|
|
|
550
|
|
||
|
Finished goods
|
641
|
|
|
941
|
|
||
|
|
$
|
1,338
|
|
|
$
|
1,492
|
|
|
Other Current Liabilities (in millions)
|
|
|
|
||||
|
|
June 26,
2016 |
|
September 27,
2015 |
||||
|
Customer incentives and other customer-related liabilities
|
$
|
1,685
|
|
|
$
|
1,894
|
|
|
Other
|
428
|
|
|
462
|
|
||
|
|
$
|
2,113
|
|
|
$
|
2,356
|
|
|
Investment Income, Net (in millions)
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||||
|
Interest and dividend income
|
$
|
156
|
|
|
$
|
128
|
|
|
$
|
451
|
|
|
$
|
400
|
|
|
Net realized gains on marketable securities
|
56
|
|
|
117
|
|
|
99
|
|
|
381
|
|
||||
|
Net realized gains on other investments
|
13
|
|
|
5
|
|
|
43
|
|
|
18
|
|
||||
|
Impairment losses on marketable securities
|
(20
|
)
|
|
(42
|
)
|
|
(109
|
)
|
|
(131
|
)
|
||||
|
Impairment losses on other investments
|
(13
|
)
|
|
(13
|
)
|
|
(29
|
)
|
|
(30
|
)
|
||||
|
Equity in net losses of investees
|
(18
|
)
|
|
(10
|
)
|
|
(49
|
)
|
|
(23
|
)
|
||||
|
Other
|
2
|
|
|
10
|
|
|
(3
|
)
|
|
19
|
|
||||
|
|
$
|
176
|
|
|
$
|
195
|
|
|
$
|
403
|
|
|
$
|
634
|
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
Qualcomm Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Stockholders’ Equity
|
||||||
|
Balance at September 27, 2015
|
$
|
31,421
|
|
|
$
|
(7
|
)
|
|
$
|
31,414
|
|
|
Net income (loss)
|
4,106
|
|
|
(3
|
)
|
|
4,103
|
|
|||
|
Other comprehensive income
|
149
|
|
|
—
|
|
|
149
|
|
|||
|
Common stock issued under employee benefit plans and related tax benefits
|
364
|
|
|
—
|
|
|
364
|
|
|||
|
Share-based compensation
|
771
|
|
|
—
|
|
|
771
|
|
|||
|
Tax withholdings related to vesting of share-based payments
|
(216
|
)
|
|
—
|
|
|
(216
|
)
|
|||
|
Dividends
|
(2,250
|
)
|
|
—
|
|
|
(2,250
|
)
|
|||
|
Stock repurchases
|
(3,699
|
)
|
|
—
|
|
|
(3,699
|
)
|
|||
|
Other
|
1
|
|
|
1
|
|
|
2
|
|
|||
|
Balance at June 26, 2016
|
$
|
30,647
|
|
|
$
|
(9
|
)
|
|
$
|
30,638
|
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
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
|
|
Total Accumulated Other Comprehensive Income
|
||||||||||
|
Balance at September 27, 2015
|
$
|
(160
|
)
|
|
$
|
4
|
|
|
$
|
297
|
|
|
$
|
54
|
|
|
$
|
195
|
|
|
Other comprehensive (loss) income before reclassifications
|
(6
|
)
|
|
8
|
|
|
135
|
|
|
(4
|
)
|
|
133
|
|
|||||
|
Reclassifications from accumulated other comprehensive income (loss)
|
21
|
|
|
(11
|
)
|
|
6
|
|
|
—
|
|
|
16
|
|
|||||
|
Other comprehensive income (loss)
|
15
|
|
|
(3
|
)
|
|
141
|
|
|
(4
|
)
|
|
149
|
|
|||||
|
Balance at June 26, 2016
|
$
|
(145
|
)
|
|
$
|
1
|
|
|
$
|
438
|
|
|
$
|
50
|
|
|
$
|
344
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
Per Share
|
|
Total
|
|
Per Share
|
|
Total
|
||||||||
|
First quarter
|
$
|
0.48
|
|
|
$
|
730
|
|
|
$
|
0.42
|
|
|
$
|
710
|
|
|
Second quarter
|
0.48
|
|
|
726
|
|
|
0.42
|
|
|
702
|
|
||||
|
Third quarter
|
0.53
|
|
|
794
|
|
|
0.48
|
|
|
771
|
|
||||
|
|
$
|
1.49
|
|
|
$
|
2,250
|
|
|
$
|
1.32
|
|
|
$
|
2,183
|
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
June 26, 2016
|
|
September 27, 2015
|
||||||||
|
|
Amount
|
|
Effective
Rate
|
|
Amount
|
|
Effective
Rate
|
||||
|
Floating-rate notes due May 18, 2018
|
$
|
250
|
|
|
0.97%
|
|
$
|
250
|
|
|
0.66%
|
|
Floating-rate notes due May 20, 2020
|
250
|
|
|
1.24%
|
|
250
|
|
|
0.94%
|
||
|
Fixed-rate 1.40% notes due May 18, 2018
|
1,250
|
|
|
0.53%
|
|
1,250
|
|
|
0.43%
|
||
|
Fixed-rate 2.25% notes due May 20, 2020
|
1,750
|
|
|
1.55%
|
|
1,750
|
|
|
1.62%
|
||
|
Fixed-rate 3.00% notes due May 20, 2022
|
2,000
|
|
|
1.91%
|
|
2,000
|
|
|
2.08%
|
||
|
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%
|
||
|
Total principal
|
10,000
|
|
|
|
|
10,000
|
|
|
|
||
|
Unamortized discount, including debt issuance costs
|
(59
|
)
|
|
|
|
(63
|
)
|
|
|
||
|
Hedge accounting fair value adjustments
|
83
|
|
|
|
|
32
|
|
|
|
||
|
Total long-term debt
|
$
|
10,024
|
|
|
|
|
$
|
9,969
|
|
|
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
QCT
|
|
QTL
|
|
QSI
|
|
Reconciling
Items
|
|
Total
|
||||||||||
|
For the three months ended
|
|
|
|
|
|
|
|
|
|
||||||||||
|
June 26, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues
|
$
|
3,853
|
|
|
$
|
2,038
|
|
|
$
|
12
|
|
|
$
|
141
|
|
|
$
|
6,044
|
|
|
EBT
|
365
|
|
|
1,749
|
|
|
(5
|
)
|
|
(416
|
)
|
|
1,693
|
|
|||||
|
June 28, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues
|
$
|
3,853
|
|
|
$
|
1,931
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
5,832
|
|
|
EBT
|
289
|
|
|
1,654
|
|
|
(49
|
)
|
|
(496
|
)
|
|
1,398
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the nine months ended
|
|
|
|
|
|
|
|
|
|
||||||||||
|
June 26, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues
|
$
|
11,285
|
|
|
$
|
5,780
|
|
|
$
|
33
|
|
|
$
|
272
|
|
|
$
|
17,370
|
|
|
EBT
|
1,125
|
|
|
4,945
|
|
|
400
|
|
|
(1,597
|
)
|
|
4,873
|
|
|||||
|
June 28, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues
|
$
|
13,529
|
|
|
$
|
6,162
|
|
|
$
|
—
|
|
|
$
|
134
|
|
|
$
|
19,825
|
|
|
EBT
|
2,185
|
|
|
5,395
|
|
|
(82
|
)
|
|
(2,262
|
)
|
|
5,236
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
June 26, 2016
|
$
|
2,620
|
|
|
$
|
548
|
|
|
$
|
937
|
|
|
$
|
46,681
|
|
|
$
|
50,786
|
|
|
September 27, 2015
|
2,923
|
|
|
438
|
|
|
812
|
|
|
46,623
|
|
|
$
|
50,796
|
|
||||
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||||
|
Revenues
|
|
|
|
|
|
|
|
||||||||
|
Nonreportable segments
|
$
|
142
|
|
|
$
|
49
|
|
|
$
|
274
|
|
|
$
|
138
|
|
|
Intersegment eliminations
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||
|
|
$
|
141
|
|
|
$
|
48
|
|
|
$
|
272
|
|
|
$
|
134
|
|
|
EBT
|
|
|
|
|
|
|
|
||||||||
|
Unallocated cost of equipment and services revenues
|
$
|
(130
|
)
|
|
$
|
(65
|
)
|
|
$
|
(397
|
)
|
|
$
|
(217
|
)
|
|
Unallocated research and development expenses
|
(199
|
)
|
|
(188
|
)
|
|
(602
|
)
|
|
(624
|
)
|
||||
|
Unallocated selling, general and administrative expenses
|
(121
|
)
|
|
(137
|
)
|
|
(373
|
)
|
|
(402
|
)
|
||||
|
Unallocated other expense, net
|
(30
|
)
|
|
(98
|
)
|
|
(110
|
)
|
|
(1,161
|
)
|
||||
|
Unallocated interest expense
|
(74
|
)
|
|
—
|
|
|
(217
|
)
|
|
—
|
|
||||
|
Unallocated investment income, net
|
185
|
|
|
193
|
|
|
388
|
|
|
655
|
|
||||
|
Nonreportable segments
|
(47
|
)
|
|
(201
|
)
|
|
(286
|
)
|
|
(512
|
)
|
||||
|
Intersegment eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
|
$
|
(416
|
)
|
|
$
|
(496
|
)
|
|
$
|
(1,597
|
)
|
|
$
|
(2,262
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||||
|
Cost of equipment and services revenues
|
$
|
99
|
|
|
$
|
55
|
|
|
$
|
345
|
|
|
$
|
184
|
|
|
Research and development expenses
|
2
|
|
|
3
|
|
|
7
|
|
|
11
|
|
||||
|
Selling, general and administrative expenses
|
23
|
|
|
20
|
|
|
79
|
|
|
45
|
|
||||
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
Severance Costs
|
|
Other
Costs
|
|
Total
|
||||||
|
Beginning balance of restructuring accrual
|
$
|
122
|
|
|
$
|
31
|
|
|
$
|
153
|
|
|
Additional costs
|
50
|
|
|
67
|
|
|
117
|
|
|||
|
Cash payments
|
(143
|
)
|
|
(80
|
)
|
|
(223
|
)
|
|||
|
Adjustments
|
(9
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|||
|
Ending balance of restructuring accrual
|
$
|
20
|
|
|
$
|
15
|
|
|
$
|
35
|
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Cash equivalents
|
$
|
3,698
|
|
|
$
|
1,538
|
|
|
$
|
—
|
|
|
$
|
5,236
|
|
|
Marketable securities
|
|
|
|
|
|
|
|
||||||||
|
U.S. Treasury securities and government-related securities
|
853
|
|
|
1,295
|
|
|
—
|
|
|
2,148
|
|
||||
|
Corporate bonds and notes
|
—
|
|
|
17,159
|
|
|
—
|
|
|
17,159
|
|
||||
|
Mortgage- and asset-backed and auction rate securities
|
—
|
|
|
1,999
|
|
|
60
|
|
|
2,059
|
|
||||
|
Equity and preferred securities and equity funds
|
1,106
|
|
|
459
|
|
|
—
|
|
|
1,565
|
|
||||
|
Debt funds
|
—
|
|
|
2,216
|
|
|
—
|
|
|
2,216
|
|
||||
|
Total marketable securities
|
1,959
|
|
|
23,128
|
|
|
60
|
|
|
25,147
|
|
||||
|
Derivative instruments
|
—
|
|
|
88
|
|
|
—
|
|
|
88
|
|
||||
|
Other investments
|
295
|
|
|
—
|
|
|
—
|
|
|
295
|
|
||||
|
Total assets measured at fair value
|
$
|
5,952
|
|
|
$
|
24,754
|
|
|
$
|
60
|
|
|
$
|
30,766
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivative instruments
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
Other liabilities
|
295
|
|
|
—
|
|
|
—
|
|
|
295
|
|
||||
|
Total liabilities measured at fair value
|
$
|
295
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
306
|
|
|
|
Nine Months Ended
|
||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
||||
|
Beginning balance of Level 3
|
$
|
224
|
|
|
$
|
269
|
|
|
Total realized and unrealized gains or losses:
|
|
|
|
||||
|
Included in investment income, net
|
(3
|
)
|
|
3
|
|
||
|
Included in other comprehensive income (loss)
|
(2
|
)
|
|
(4
|
)
|
||
|
Purchases
|
2
|
|
|
62
|
|
||
|
Sales
|
(103
|
)
|
|
(46
|
)
|
||
|
Settlements
|
(41
|
)
|
|
(57
|
)
|
||
|
Transfers out of Level 3
|
(17
|
)
|
|
—
|
|
||
|
Ending balance of Level 3
|
$
|
60
|
|
|
$
|
227
|
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
Current
|
|
Noncurrent
|
||||||||||||
|
|
June 26,
2016 |
|
September 27,
2015 |
|
June 26,
2016 |
|
September 27,
2015 |
||||||||
|
Trading:
|
|
|
|
|
|
|
|
||||||||
|
U.S. Treasury securities and government-related securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
Corporate bonds and notes
|
—
|
|
|
—
|
|
|
—
|
|
|
364
|
|
||||
|
Mortgage- and asset-backed and auction rate securities
|
—
|
|
|
—
|
|
|
—
|
|
|
242
|
|
||||
|
Total trading
|
—
|
|
|
—
|
|
|
—
|
|
|
618
|
|
||||
|
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
|
U.S. Treasury securities and government-related securities
|
217
|
|
|
156
|
|
|
1,931
|
|
|
691
|
|
||||
|
Corporate bonds and notes
|
9,381
|
|
|
7,926
|
|
|
7,778
|
|
|
7,112
|
|
||||
|
Mortgage- and asset-backed and auction rate securities
|
1,521
|
|
|
1,302
|
|
|
538
|
|
|
263
|
|
||||
|
Equity and preferred securities and equity funds
|
106
|
|
|
377
|
|
|
1,459
|
|
|
1,253
|
|
||||
|
Debt funds
|
—
|
|
|
—
|
|
|
2,216
|
|
|
2,909
|
|
||||
|
Total available-for-sale
|
11,225
|
|
|
9,761
|
|
|
13,922
|
|
|
12,228
|
|
||||
|
Fair value option:
|
|
|
|
|
|
|
|
||||||||
|
Debt fund
|
—
|
|
|
—
|
|
|
—
|
|
|
780
|
|
||||
|
Total marketable securities
|
$
|
11,225
|
|
|
$
|
9,761
|
|
|
$
|
13,922
|
|
|
$
|
13,626
|
|
|
Years to Maturity
|
|
|
|
|
||||||||||||||||||
|
Less Than
One Year
|
|
One to
Five Years
|
|
Five to
Ten Years
|
|
Greater Than
Ten Years
|
|
No Single
Maturity
Date
|
|
Total
|
||||||||||||
|
$
|
3,987
|
|
|
$
|
12,341
|
|
|
$
|
2,103
|
|
|
$
|
788
|
|
|
$
|
4,363
|
|
|
$
|
23,582
|
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains
|
||||||
|
For the three months ended
|
|
|
|
|
|
||||||
|
June 26, 2016
|
$
|
62
|
|
|
$
|
(8
|
)
|
|
$
|
54
|
|
|
June 28, 2015
|
126
|
|
|
(10
|
)
|
|
116
|
|
|||
|
|
|
|
|
|
|
||||||
|
For the nine months ended
|
|
|
|
|
|
||||||
|
June 26, 2016
|
$
|
146
|
|
|
$
|
(30
|
)
|
|
$
|
116
|
|
|
June 28, 2015
|
434
|
|
|
(48
|
)
|
|
386
|
|
|||
|
|
Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
|
June 26, 2016
|
|
|
|
|
|
|
|
||||||||
|
Equity securities
|
$
|
1,355
|
|
|
$
|
254
|
|
|
$
|
(44
|
)
|
|
$
|
1,565
|
|
|
Debt securities (including debt funds)
|
23,461
|
|
|
292
|
|
|
(171
|
)
|
|
23,582
|
|
||||
|
|
$
|
24,816
|
|
|
$
|
546
|
|
|
$
|
(215
|
)
|
|
$
|
25,147
|
|
|
September 27, 2015
|
|
|
|
|
|
|
|
||||||||
|
Equity securities
|
$
|
1,394
|
|
|
$
|
264
|
|
|
$
|
(28
|
)
|
|
$
|
1,630
|
|
|
Debt securities (including debt funds)
|
20,459
|
|
|
185
|
|
|
(285
|
)
|
|
20,359
|
|
||||
|
|
$
|
21,853
|
|
|
$
|
449
|
|
|
$
|
(313
|
)
|
|
$
|
21,989
|
|
|
|
June 26, 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
|
$
|
421
|
|
|
$
|
(2
|
)
|
|
$
|
35
|
|
|
$
|
(1
|
)
|
|
Corporate bonds and notes
|
3,054
|
|
|
(36
|
)
|
|
1,488
|
|
|
(82
|
)
|
||||
|
Mortgage- and asset-backed and auction rate securities
|
537
|
|
|
(5
|
)
|
|
265
|
|
|
(2
|
)
|
||||
|
Equity and preferred securities and equity funds
|
447
|
|
|
(43
|
)
|
|
5
|
|
|
(1
|
)
|
||||
|
Debt funds
|
318
|
|
|
(4
|
)
|
|
863
|
|
|
(39
|
)
|
||||
|
|
$
|
4,777
|
|
|
$
|
(90
|
)
|
|
$
|
2,656
|
|
|
$
|
(125
|
)
|
|
|
September 27, 2015
|
||||||||||||||
|
|
Less than 12 months
|
|
More than 12 months
|
||||||||||||
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||
|
U.S. Treasury securities and government-related securities
|
$
|
304
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Corporate bonds and notes
|
7,656
|
|
|
(93
|
)
|
|
368
|
|
|
(62
|
)
|
||||
|
Mortgage- and asset-backed and auction rate securities
|
862
|
|
|
(3
|
)
|
|
108
|
|
|
(1
|
)
|
||||
|
Equity and preferred securities and equity funds
|
392
|
|
|
(28
|
)
|
|
17
|
|
|
—
|
|
||||
|
Debt funds
|
1,792
|
|
|
(117
|
)
|
|
124
|
|
|
(5
|
)
|
||||
|
|
$
|
11,006
|
|
|
$
|
(245
|
)
|
|
$
|
617
|
|
|
$
|
(68
|
)
|
|
QUALCOMM Incorporated
|
||||
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
|
(Unaudited)
|
||||
|
•
|
We shipped approximately
201 million
Mobile Station Modem (MSM) integrated circuits for CDMA- and OFDMA-based wireless devices,
a decrease
of
11%
, compared to approximately
225 million
MSM integrated circuits in the year ago quarter. Despite the decline in MSM shipments, QCT’s revenues remained flat compared to the year ago quarter primarily due to the decrease related to lower MSM and accompanying RF and PM unit shipments, offset by net increases in revenues related to higher connectivity shipments resulting from the acquisition of CSR, and the net impact of higher-priced product mix and lower average selling prices.
|
|
•
|
Total reported device sales were approximately
$62.6 billion
,
an increase
of approximately
4%
, compared to approximately
$60.4 billion
in the year ago quarter.
(1)
QTL’s revenues increased by 6% compared to the year ago quarter primarily due to the recognition of revenues related to prior periods pertaining to the dismissal of the arbitration with LG Electronics, Inc. (LGE) and an increase in reported sales of CDMA-based products (including multimode products that also implement OFDMA) primarily related to devices shipped in prior periods, partially offset by decreases in revenues per reported unit and recognition of unearned licensed fees.
|
|
•
|
Worldwide cellular connections grew sequentially by approximately
1%
to reach approximately
7.4 billion
.
(2)
|
|
•
|
Worldwide 3G/4G connections (CDMA-based, OFDMA-based and CDMA/OFDMA multimode) grew sequentially by approximately
4%
to approximately
3.8 billion
, which was approximately 52% of total cellular connections.
(2)
|
|
(1)
|
Total reported device sales is the sum of all reported sales in U.S. dollars (as reported to us by our licensees) of all licensed CDMA-based, OFDMA-based and CDMA/OFDMA multimode subscriber devices (including handsets, modules, modem cards and other subscriber devices) by our licensees during a particular period (collectively, 3G/4G devices). Not all licensees report sales the same way (e.g., some licensees report sales net of permitted deductions, including transportation, insurance, packing costs and other items, while
|
|
(2)
|
According to GSMA Intelligence estimates as of
July 18, 2016
for the quarter ended June 30, 2016.
|
|
•
|
China continues to present significant opportunities for us, particularly with the rollout of 3G/4G LTE multimode. We expect the ongoing rollout of 4G services in China will encourage competition and growth, bring the benefits of 3G/4G LTE multimode to consumers, encourage consumers to replace 2G (GSM) and 3G devices and enable new opportunities beyond mobile applications (e.g., machine-to-machine).
|
|
•
|
We expect that the increased availability of low-tier 3G/4G smartphone products will help enable further expansion of 3G and 3G/4G multimode in emerging regions.
|
|
•
|
In February 2015, we reached a resolution with the China National Development and Reform Commission (NDRC) regarding its investigation of us relating to China’s Anti-Monopoly Law and agreed to implement a rectification plan that modifies certain of our business practices in China. The rectification plan provides, among other things, that for licenses of only our 3G and 4G essential Chinese patents for branded devices sold for use in China starting on January 1, 2015 (and reported to us starting in the third quarter of fiscal 2015), we will charge running royalties at royalty rates of 5% for 3G CDMA or WCDMA devices (including multimode 3G/4G devices) and 3.5% for 4G devices that do not implement CDMA or WCDMA (including 3-mode LTE-TDD devices), in each case using a royalty base of 65% of the net selling price.
|
|
•
|
Despite the resolution of the NDRC investigation, China continues to present significant challenges for us. We continue to believe that certain licensees are not fully complying with their contractual obligations to report their sales of licensed products to us (which includes 3G/4G units that we believe are not being reported by certain licensees), and certain companies, including unlicensed companies, are delaying execution of new license agreements. While we have reached agreements with many licensees, negotiations with certain other licensees and unlicensed companies are ongoing. We believe that the conclusion of new agreements with these licensees 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. However, litigation and/or other actions (such as the litigation against Meizu Technology Co., Ltd. described in “Notes to Condensed Consolidated Financial statements, Note 7. Commitments and Contingencies”) 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.
|
|
•
|
Regulatory authorities in other jurisdictions continue to investigate our business practices as well.
|
|
•
|
Our business, particularly QCT, expects to be impacted by: concentration of device share among companies within the premium tier; second sourcing decisions made by our large customers with internally or externally sourced alternatives; and intense competition, particularly in China.
|
|
•
|
We continue to invest significant resources toward advancements in 4G LTE and 5G technologies, OFDM-based WLAN technologies, audio and video codecs, wireless baseband chips, our converged computing/communications (Snapdragon) chips, graphics, connectivity, multimedia products, software and services, which contribute to the expansion of our intellectual property portfolio. We are also investing in targeted opportunities that utilize our existing technical and business expertise to deploy new business models and enter into new industry segments, such as products for the connected home and the Internet of Things; automotive; networking; mobile computing; small cells and addressing the challenge of meeting the increased demand for data; very high speed connectivity; data centers; mobile health; wireless charging and machine learning, including robotics.
|
|
•
|
We expect that 3G/4G device prices will continue to vary broadly due to the increased penetration of smartphones combined with competition throughout the world at all price tiers and growth in sales of non-handset connected devices. Additionally, varying rates of economic growth by region and stronger growth of device shipments in emerging regions as compared to developed regions, are expected to continue to impact the average and range of selling prices of 3G/4G devices.
|
|
•
|
In the fourth quarter of fiscal 2015, we announced a Strategic Realignment Plan designed to improve execution, enhance financial performance and drive profitable growth as we work to create sustainable long-term value for stockholders. As part of this Strategic Realignment Plan, among other actions, we are implementing a cost reduction plan and plan to reduce our annual costs from fiscal 2015 levels (adjusted for variable compensation) of
$7.3 billion
(as announced on July 22, 2015) by approximately
$1.1 billion
through a series of targeted reductions across Qualcomm’s businesses, particularly in QCT. We also initiated a plan to reduce annual share-based compensation grants by approximately
$300 million
. We expect these cost reduction initiatives to be substantially implemented by the end of fiscal 2016. Restructuring activities were initiated in the fourth quarter of fiscal 2015, and a total of
$300 million
in net restructuring and restructuring-related charges were incurred through the
third
quarter of fiscal
2016
. We expect to incur additional restructuring and restructuring-related charges of approximately
$25 million
to
$100 million
.
|
|
•
|
In January 2016, we announced that we had reached an agreement with TDK Corporation to form a joint venture, under the name RF360 Holdings Singapore Pte. Ltd., to enable delivery of radio frequency front-end (RFFE) modules and RF filters into fully integrated products for mobile devices and Internet of Things (IoT) applications, among others. The joint venture will initially be owned
51%
by us and
49%
by TDK. Certain intellectual property, patents and filter and module design and manufacturing assets will be carved out of existing TDK businesses and be acquired by the joint venture, with certain assets acquired by us. The purchase price of our interest in the joint venture and the assets to be transferred to us is
$1.2 billion
, to be adjusted for working capital, outstanding indebtedness and certain capital expenditures, among other things. Additionally, we have the option to acquire (and TDK has an option to sell) TDK’s interest in the joint venture for
$1.15 billion
30 months
after the closing date. TDK will be entitled to up to a total of
$200 million
in payments based on sales of RF filter functions over the three-year period after the closing date, which is a substitute for and in lieu of any right of TDK to receive any profit sharing, distributions, dividends or other payments of any kind or nature. The transaction is subject to receipt of regulatory approvals and other closing conditions and is expected to close by early calendar 2017.
|
|
Revenues (in millions)
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
Change
|
|
June 26,
2016 |
|
June 28,
2015 |
|
Change
|
||||||||||||
|
Equipment and services
|
$
|
3,875
|
|
|
$
|
3,840
|
|
|
$
|
35
|
|
|
$
|
11,311
|
|
|
$
|
13,459
|
|
|
$
|
(2,148
|
)
|
|
Licensing
|
2,169
|
|
|
1,992
|
|
|
177
|
|
|
6,059
|
|
|
6,366
|
|
|
(307
|
)
|
||||||
|
|
$
|
6,044
|
|
|
$
|
5,832
|
|
|
$
|
212
|
|
|
$
|
17,370
|
|
|
$
|
19,825
|
|
|
$
|
(2,455
|
)
|
|
Costs and Expenses (in millions)
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
Change
|
|
June 26,
2016 |
|
June 28,
2015 |
|
Change
|
||||||||||||
|
Cost of equipment and services (E&S) revenues
|
$
|
2,534
|
|
|
$
|
2,451
|
|
|
$
|
83
|
|
|
$
|
7,210
|
|
|
$
|
8,126
|
|
|
$
|
(916
|
)
|
|
Cost as % of E&S revenues
|
65
|
%
|
|
64
|
%
|
|
|
|
64
|
%
|
|
60
|
%
|
|
|
||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
Change
|
|
June 26,
2016 |
|
June 28,
2015 |
|
Change
|
||||||||||||
|
Research and development
|
$
|
1,268
|
|
|
$
|
1,407
|
|
|
$
|
(139
|
)
|
|
$
|
3,922
|
|
|
$
|
4,133
|
|
|
$
|
(211
|
)
|
|
% of revenues
|
21
|
%
|
|
24
|
%
|
|
|
|
23
|
%
|
|
21
|
%
|
|
|
||||||||
|
Selling, general, and administrative
|
$
|
620
|
|
|
$
|
621
|
|
|
$
|
(1
|
)
|
|
$
|
1,817
|
|
|
$
|
1,749
|
|
|
$
|
68
|
|
|
% of revenues
|
10
|
%
|
|
11
|
%
|
|
|
|
10
|
%
|
|
9
|
%
|
|
|
||||||||
|
Other
|
$
|
30
|
|
|
$
|
118
|
|
|
$
|
(88
|
)
|
|
$
|
(270
|
)
|
|
$
|
1,181
|
|
|
$
|
(1,451
|
)
|
|
Interest Expense and Net Investment Income (in millions)
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
Change
|
|
June 26,
2016 |
|
June 28,
2015 |
|
Change
|
||||||||||||
|
Interest expense
|
$
|
75
|
|
|
$
|
32
|
|
|
$
|
43
|
|
|
$
|
221
|
|
|
$
|
34
|
|
|
$
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Investment income, net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest and dividend income
|
$
|
156
|
|
|
$
|
128
|
|
|
$
|
28
|
|
|
$
|
451
|
|
|
$
|
400
|
|
|
$
|
51
|
|
|
Net realized gains on marketable securities
|
56
|
|
|
117
|
|
|
(61
|
)
|
|
99
|
|
|
381
|
|
|
(282
|
)
|
||||||
|
Net realized gains on other investments
|
13
|
|
|
5
|
|
|
8
|
|
|
43
|
|
|
18
|
|
|
25
|
|
||||||
|
Impairment losses on marketable securities and other investments
|
(33
|
)
|
|
(55
|
)
|
|
22
|
|
|
(138
|
)
|
|
(161
|
)
|
|
23
|
|
||||||
|
Equity in net losses of investees
|
(18
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|
(49
|
)
|
|
(23
|
)
|
|
(26
|
)
|
||||||
|
Other
|
2
|
|
|
10
|
|
|
(8
|
)
|
|
(3
|
)
|
|
19
|
|
|
(22
|
)
|
||||||
|
|
$
|
176
|
|
|
$
|
195
|
|
|
$
|
(19
|
)
|
|
$
|
403
|
|
|
$
|
634
|
|
|
$
|
(231
|
)
|
|
Income Tax Expense (in millions)
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
|
June 26, 2016
|
|
June 28, 2015
|
|
Change
|
|
June 26, 2016
|
|
June 28, 2015
|
|
Change
|
||||||||||||
|
Income tax expense
|
$
|
250
|
|
|
$
|
215
|
|
|
$
|
35
|
|
|
$
|
770
|
|
|
$
|
1,029
|
|
|
$
|
(259
|
)
|
|
Effective tax rate
|
15
|
%
|
|
15
|
%
|
|
—
|
|
|
16
|
%
|
|
20
|
%
|
|
(4
|
%)
|
||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||
|
Expected income tax provision at federal statutory tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
Benefits from foreign income taxed at other than U.S. rates
|
(14
|
%)
|
|
(22
|
%)
|
|
(15
|
%)
|
|
(13
|
%)
|
|
Benefits related to the research and development tax credit
|
(1
|
%)
|
|
(1
|
%)
|
|
(3
|
%)
|
|
(3
|
%)
|
|
Worthless stock deduction of domestic subsidiary
|
(6
|
%)
|
|
—
|
|
|
(2
|
%)
|
|
—
|
|
|
Tax audit impacts, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
%)
|
|
Other
|
1
|
%
|
|
3
|
%
|
|
1
|
%
|
|
2
|
%
|
|
Effective tax rate
|
15
|
%
|
|
15
|
%
|
|
16
|
%
|
|
20
|
%
|
|
(in millions)
|
QCT
|
|
QTL
|
|
QSI
|
||||||
|
Three Months Ended June 26, 2016
|
|
|
|
|
|
||||||
|
Revenues
|
$
|
3,853
|
|
|
$
|
2,038
|
|
|
$
|
12
|
|
|
EBT
(1)
|
365
|
|
|
1,749
|
|
|
(5
|
)
|
|||
|
EBT as a % of revenues
|
9
|
%
|
|
86
|
%
|
|
|
|
|||
|
Three Months Ended June 28, 2015
|
|
|
|
|
|
||||||
|
Revenues
|
$
|
3,853
|
|
|
$
|
1,931
|
|
|
$
|
—
|
|
|
EBT
(1)
|
289
|
|
|
1,654
|
|
|
(49
|
)
|
|||
|
EBT as a % of revenues
|
8
|
%
|
|
86
|
%
|
|
|
||||
|
Nine Months Ended June 26, 2016
|
|
|
|
|
|
||||||
|
Revenues
|
$
|
11,285
|
|
|
$
|
5,780
|
|
|
$
|
33
|
|
|
EBT
(1)
|
1,125
|
|
|
4,945
|
|
|
400
|
|
|||
|
EBT as a % of revenues
|
10
|
%
|
|
86
|
%
|
|
|
||||
|
Nine Months Ended June 28, 2015
|
|
|
|
|
|
||||||
|
Revenues
|
$
|
13,529
|
|
|
$
|
6,162
|
|
|
$
|
—
|
|
|
EBT
(1)
|
2,185
|
|
|
5,395
|
|
|
(82
|
)
|
|||
|
EBT as a % of revenues
|
16
|
%
|
|
88
|
%
|
|
|
||||
|
(1)
|
Earnings (loss) before taxes.
|
|
|
June 26,
2016 |
|
September 27,
2015 |
|
$ Change
|
|
% Change
|
|||||||
|
Cash, cash equivalents and marketable securities
|
$
|
31,032
|
|
|
$
|
30,947
|
|
|
$
|
85
|
|
|
—
|
|
|
Accounts receivable, net
|
1,939
|
|
|
1,964
|
|
|
(25
|
)
|
|
(1
|
%)
|
|||
|
Inventories
|
1,338
|
|
|
1,492
|
|
|
(154
|
)
|
|
(10
|
%)
|
|||
|
Short-term debt
|
1,749
|
|
|
1,000
|
|
|
749
|
|
|
75
|
%
|
|||
|
Long-term debt
|
10,024
|
|
|
9,969
|
|
|
55
|
|
|
1
|
%
|
|||
|
|
Nine Months Ended
|
|
|
|
|
|||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
$ Change
|
|
% Change
|
|||||||
|
Net cash provided by operating activities
|
$
|
5,316
|
|
|
$
|
3,822
|
|
|
$
|
1,494
|
|
|
39
|
%
|
|
Net cash used by investing activities
|
(2,229
|
)
|
|
(2,220
|
)
|
|
(9
|
)
|
|
—
|
|
|||
|
Net cash (used) provided by financing activities
|
(4,765
|
)
|
|
488
|
|
|
(5,253
|
)
|
|
N/M
|
|
|||
|
•
|
We expect the majority of the charges incurred in connection with our Strategic Realignment Plan will result in cash payment. Our restructuring accrual was
$35 million
at
June 26, 2016
, and we expect to incur additional restructuring and restructuring-related charges of approximately
$25 million
to
$100 million
in fiscal 2016 and 2017.
|
|
•
|
Our purchase obligations at
June 26, 2016
, some of which relate to research and development activities and capital expenditures, totaled
$3.0 billion
and
$1.2 billion
for fiscal 2016 and 2017, respectively, and
$1.7 billion
thereafter.
|
|
•
|
Our research and development expenditures were
$3.9 billion
during the
first nine months
of
fiscal 2016
and
$5.5 billion
in
fiscal 2015
, and we expect to continue to invest heavily in research and development for new technologies, applications and services for voice and data communications, primarily in the wireless industry.
|
|
•
|
Cash outflows for capital expenditures were
$389 million
during the
first nine months
of
fiscal 2016
and
$994 million
in
fiscal 2015
. We expect to continue to incur capital expenditures in the future to support our business, including research and development activities. Future capital expenditures may be impacted by transactions that are currently not forecasted.
|
|
•
|
In January 2016, we announced that we had reached agreement with TDK Corporation to form a joint venture, under the name RF360 Holdings Singapore Pte. Ltd. The joint venture will initially be owned
51%
by us and
49%
by TDK. The purchase price due upon close of the transaction is
$1.2 billion
, to be adjusted for working capital, outstanding indebtedness and certain capital expenditures, among other things. Additionally, we have the option to acquire (and TDK has an option to sell) TDK’s interest in the joint venture for
$1.15 billion
30 months
after the closing date. We expect to use existing cash resources to fund the acquisition. TDK will be entitled to up to a total of
$200 million
in payments based on sales of RF filter functions over the three-year period after the closing date. The transaction is subject to regulatory approvals and other closing conditions and is expected to close by early calendar 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.
|
|
•
|
wireless operators and industries beyond traditional cellular communications deploy alternative technologies;
|
|
•
|
wireless operators delay 3G and 3G/4G multimode network deployments, expansions or upgrades and/or delay moving 2G customers to 3G, 3G/4G multimode or 4G wireless devices;
|
|
•
|
LTE, an OFDMA-based 4G wireless technology, is not more widely deployed or further commercial deployment is delayed;
|
|
•
|
government regulators delay making sufficient spectrum available for 3G and/or 3G/4G networks, thereby restricting the expansion of 3G/4G wireless connectivity to keep pace with consumer demand;
|
|
•
|
wireless operators are unable to drive improvements in 3G or 3G/4G multimode network performance and/or capacity;
|
|
•
|
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 (where premium-tier products are common) or a reduction in the rate of device replacements by consumers; and/or
|
|
•
|
we are unable to drive the adoption of our products and services into networks and devices based on CDMA, OFDMA and other communications technologies.
|
|
•
|
differentiate our integrated circuit products with innovative technologies across multiple products and features (e.g., modem, radio frequency front end, central, graphics and/or other processors, camera and connectivity) and with smaller geometry process technologies that drive performance;
|
|
•
|
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;
|
|
•
|
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, automobiles, wearable and other connected devices and infrastructure products;
|
|
•
|
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 and in the turnkey product channel, 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 and tablets;
|
|
•
|
continue to be a leader in 4G technology evolution, including expansion of our LTE-based single mode licensing program, and continue to innovate and introduce 4G turnkey, integrated products and services that differentiate us from our competition;
|
|
•
|
be a leader serving original equipment manufacturers, high level operating systems (HLOS) providers, operators and other industry participants as competitors, new industry entrants and other factors continue to affect the industry landscape;
|
|
•
|
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;
|
|
•
|
increase and/or accelerate demand for our wired and wireless connectivity products, including networking products for consumers, carriers and enterprise equipment and connected devices;
|
|
•
|
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;
|
|
•
|
create stand-alone value and/or contribute to the success of our existing businesses through acquisitions 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 the connected home and the Internet of Things, automotive, networking, mobile computing, mobile health, machine learning, including robotics, and wireless charging among others);
|
|
•
|
become a leading supplier of radio frequency front end 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; and/or
|
|
•
|
continue to develop brand recognition to effectively compete against better known companies in mobile computing and other consumer driven segments and to deepen our presence in significant emerging geographic regions.
|
|
•
|
a reduction, interruption, delay or limitation in our product supply sources;
|
|
•
|
a failure by our suppliers to procure raw materials or to provide or allocate adequate manufacturing or test capacity for our products;
|
|
•
|
our suppliers’ inability to react to shifts in product demand or an increase in raw material or component prices;
|
|
•
|
the loss of a supplier or the inability of a supplier to meet performance or quality specifications or delivery schedules; and/or
|
|
•
|
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.
|
|
•
|
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;
|
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, stock repurchases, dividends or other general corporate and other purposes;
|
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and/or
|
|
•
|
increasing our vulnerability to interest rate fluctuations to the extent a portion of our debt has variable interest rates.
|
|
•
|
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;
|
|
•
|
Certain of our revenues, such as royalties, that are derived from licensee or customer sales denominated in foreign currencies could decrease;
|
|
•
|
Our foreign suppliers may raise their prices if they are impacted by currency fluctuations, resulting in higher than expected costs and lower margins; and/or
|
|
•
|
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.
|
|
|
Total Number of
Shares Purchased
|
|
Average Price Paid Per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be
Purchased Under the Plans or Programs
(2)
|
||||||
|
|
(In thousands)
|
|
|
|
(In thousands)
|
|
(In millions)
|
||||||
|
March 28, 2016 to April 24, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,311
|
|
|
April 25, 2016 to May 22, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
3,311
|
|
||
|
May 23, 2016 to June 26, 2016
|
1,832
|
|
|
54.56
|
|
|
1,832
|
|
|
3,211
|
|
||
|
Total
|
1,832
|
|
|
|
|
|
1,832
|
|
|
|
|
||
|
(1)
|
Average Price Paid Per Share excludes cash paid for commissions.
|
|
(2)
|
On
March 9, 2015
, we announced a repurchase program authorizing us to repurchase up to
$15 billion
of our common stock. At
June 26, 2016
,
$3.2 billion
remained authorized for repurchase. The stock repurchase program has no expiration date.
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No./ Film No.
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herewith
|
|
2.2
|
|
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.
|
|
8-K
|
|
000-19528/ 161339867
|
|
1/13/2016
|
|
2.1
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation, as amended.
|
|
|
|
|
|
|
|
|
|
X
|
|
3.2
|
|
Amended and Restated Bylaws.
|
|
8-K
|
|
000-19528/ 161769723
|
|
7/15/2016
|
|
3.2
|
|
|
|
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.
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8-K
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000-19528/ 15880967
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5/21/2015
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4.2
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4.3
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Form of Floating Rate Notes due 2018.
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8-K
|
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000-19528/ 15880967
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5/21/2015
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4.3
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4.4
|
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Form of Floating Rate Notes due 2020.
|
|
8-K
|
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000-19528/ 15880967
|
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5/21/2015
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4.4
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4.5
|
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Form of 1.400% Notes due 2018.
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8-K
|
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000-19528/ 15880967
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5/21/2015
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4.5
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4.6
|
|
Form of 2.250% Notes due 2020.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.6
|
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4.7
|
|
Form of 3.000% Notes due 2022.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
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4.7
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4.8
|
|
Form of 3.450% Notes due 2025.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
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4.8
|
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4.9
|
|
Form of 4.650% Notes due 2035.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
|
4.9
|
|
|
|
4.10
|
|
Form of 4.800% Notes due 2045.
|
|
8-K
|
|
000-19528/ 15880967
|
|
5/21/2015
|
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4.10
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|
31.1
|
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Steve Mollenkopf.
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X
|
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31.2
|
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for George S. Davis.
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|
X
|
|
32.1
|
|
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.
|
|
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|
X
|
|
32.2
|
|
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.
|
|
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|
X
|
|
101.INS
|
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XBRL Instance Document.
|
|
|
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|
|
|
|
X
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
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|
X
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
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X
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase.
|
|
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|
|
|
|
|
|
|
X
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
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|
|
|
|
|
|
|
X
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
|
|
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|
X
|
|
|
QUALCOMM Incorporated
|
|
|
/s/ George S. Davis
|
|
|
George S. Davis
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|
|
Executive Vice President and Chief Financial Officer
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|
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 |
|---|