What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2024-11-06 compared with 2023-11-01 · 107 added, 101 removed, 196 unchanged (51% of the section changed)

1 unchanged sentence

Market Information and Dividends

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

Our common stock is traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “QCOM.” At November 4, 2024, there were 5,848 holders of record of our common stock.

We currently intend to continue to pay quarterly cash dividends, subject to capital availability and our view that cash dividends are in the best interests of our stockholders.

9 unchanged sentences

June 24, 2024 to July 21, 2024

1,090 $ 202.29 1,090 $ 2,108

July 22, 2024 to August 25, 2024

3,006 170.63 3,006 1,595

August 26, 2024 to September 29, 2024

3,406 167.02 3,406 1,026

Total 7,502 7,502

1 unchanged sentence

(2) On October 12, 2021, we announced a $10.0 billion stock repurchase program.

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

The stock repurchase program has no expiration date .

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

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

The stock repurchase programs have no expiration date .

Shares withheld to satisfy statutory tax withholding requirements related to the vesting of share-based awards are not issued or considered stock repurchases under our stock repurchase program and, therefore, are excluded from the table above.

18 unchanged sentences

Our QSI (Qualcomm Strategic Initiatives) reportable segment makes strategic investments.

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

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

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

Substantially all of our products and services businesses, including QCT, and substantially all of our engineering and research and development functions, are operated by Qualcomm Technologies, Inc.

(QTI), a wholly-owned subsidiary of QUALCOMM Incorporated, and QTI’s subsidiaries.

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

We also have nonreportable segments, including QGOV (Qualcomm Government Technologies) and our cloud computing processing initiative.

Further information regarding our business and operating segments is provided in “Part I, Item 1.

2 unchanged sentences

Our revenues have historically fluctuated based on consumer demand for devices, as well as on the timing of customer/licensee device launches and/or innovation cycles (such as the transition to the next generation of wireless technologies).

This has resulted in fluctuations in QCT revenues in advance

of and during device launches incorporating our products and in QTL revenues when licensees’ sales occur.

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

These trends may or may not continue in the future.

1 unchanged sentence

Fiscal 2024 Overview

Revenues were $35.8 billion, a decrease of 19% compared to revenues of $44.2 billion in fiscal 2022, with net income of $7.2 billion, a decrease of 44% compared to net income of $12.9 billion in fiscal 2022.

Key items from fiscal 2023 included:

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

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

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

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

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

Revenues were $39.0 billion, an increase of 9% compared to revenues of $35.8 billion in fiscal 2023, with net income of $10.1 billion, an increase of 40% compared to net income of $7.2 billion in fiscal 2023.

Our fiscal 2024 results included:

• QCT revenues increased by 9% in fiscal 2024 compared to the prior year, primarily due to higher handsets and automotive revenues, partially offset by lower IoT revenues.

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

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

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

Results of Operations

4 unchanged sentences

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

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

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

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

The increase in revenues in fiscal 2024 was primarily due to:

+ $2.7 billion in higher equipment and services revenue from our QCT segment

+ $266 million in higher licensing revenues from our QTL segment

Costs and Expenses (in millions, except percentages)

2 unchanged sentences

Gross margin 56 % 56 %

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

Gross margin percentage remained flat in fiscal 2024.

2024 2023 Change

3 unchanged sentences

+ $113 million increase in share-based compensation expense

+ $125 million increase in expenses driven by revaluation of our deferred compensation obligation on higher relative stock market performance

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

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

- $104 million decrease driven by lower costs related to the development of wireless and integrated circuit technologies (including 5G and application processor technologies).

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

2024 2023 Change

1 unchanged sentence

% of revenues 7 % 7 %

The decrease in selling, general and administrative expenses in fiscal 2023 was primarily due to:

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

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

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

The increase in selling, general and administrative expenses in fiscal 2024 was primarily due to:

+ $99 million increase in sales and marketing expenses

+ $42 million increase in expenses driven by revaluation of our deferred compensation obligation

+ $39 million increase in share-based compensation expense

2024 2023 Change

Other expense (income)

Other expenses

$ 179 $ 862 $ (683)

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

Additional information regarding our restructuring charges is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note 2.

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

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

Interest Expense and Investment and Other Income (Expense), Net (in millions)

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

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

Interest Expense and Investment and Other Income, Net (in millions)

2024 2023 Change

Interest expense $ 697 $ 694 $ 3

Investment and other income (expense), net

Investment and other income, net

Interest and dividend income $ 675 $ 313 $ 362

Net gains (losses) on marketable securities 75 (363) 438

Net gains on marketable securities 14 75 (61)

Net gains on other investments 175 21 154

Net gains (losses) on deferred compensation plan assets 86 (141) 227

Net gains on deferred compensation plan assets 198 86 112

Impairment losses on other investments (79) (132) 53

1 unchanged sentence

$ 962 $ 349 $ 613

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

Net losses on marketable securities in fiscal 2022 was primarily driven by the change in fair value of certain of our QSI marketable equity investments in early or growth stage companies.

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

Net gains on other investments in fiscal 2024 was primarily driven by certain of our QSI non-marketable equity investments.

Income Tax Expense (in millions, except percentages)

2 unchanged sentences

Substantially all of our income is taxed in the U.S., of which a significant portion qualifies for preferential treatment as FDII at a 13% effective tax rate.

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

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

Income Taxes.”

Expected income tax provision at federal statutory tax rate $ 2,171 $ 1,563

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

Benefit from FDII deduction, excluding the impact of capitalizing research and development expenditures (596) (447)

Benefit from FDII deduction related to capitalizing research and development expenditures (585) (598)

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

Benefit related to the research and development tax credit (259) (235)

Excess tax (benefit) deficiency associated with share-based awards (176) 3

Foreign currency gains related to foreign withholding tax receivable (21) (66)

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

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

Foreign currency (gains) losses related to foreign withholding tax receivable (66) 243

Shortfall (excess) tax benefit associated with share-based awards 3 (257)

Nontaxable reversal of 2018 EC fine — (224)

Income tax expense $ 226 $ 104

Effective tax rate 2 % 1 %

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

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

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

Discontinued Operations (in millions)

1 unchanged sentence

Discontinued operations, net of income taxes $ 32 $ (107) $ 139

Discontinued operations in fiscal 2023 and 2022 primarily related to net losses from the Non-Arriver businesses.

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

Discontinued operations in fiscal 2024 and 2023 primarily related to the Non-Arriver businesses.

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

Information regarding the Non-Arriver businesses is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note 2.

Acquisitions and Divestitures.”

Composition of Certain Financial Statement Items.”

Segment Results

11 unchanged sentences

EBT as a % of revenues 29 % 26 % 3 points

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

Prior period information has been recast to reflect this change.

(1) Descriptions of our three QCT revenue streams can be found in this Annual Report in “Notes to Consolidated Financial Statements, Note 2.

Composition of Certain Financial Statement Items.”

(2) Earnings before income taxes.

(2) Earnings (loss) before income taxes.

Substantially all of QCT’s revenues consist of equipment and services revenues, which were $32.6 billion and $29.9 billion in fiscal 2024 and 2023, respectively.

QCT handsets, automotive and IoT revenues mostly relate to sales of our Snapdragon platforms (which include processors and modems), stand-alone Mobile Data Modems, radio frequency transceiver, power management and wireless connectivity integrated chipsets as well as sales of 4G, 5G sub 6 and 5G millimeter wave RFFE products.

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

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

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

+ higher automotive revenues, primarily driven by an increase in demand for digital cockpit products

QCT EBT as a percentage of revenues decreased in fiscal 2023 due to:

- lower revenues

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

The increase in QCT revenues in fiscal 2024 was primarily due to:

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

+ higher automotive revenues, primarily driven by an increase in demand from new vehicle launches with our Snapdragon digital cockpit and connectivity products

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

QCT EBT as a percentage of revenues increased in fiscal 2024 primarily due to higher revenues.

Gross margin percentage remained flat in fiscal 2024.

QTL Segment (in millions, except percentages)

3 unchanged sentences

EBT as a % of revenues 72 % 68 % 4 points

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

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

The increase in QTL licensing revenues in fiscal 2024 was primarily due to:

+ $402 million increase in estimated sales of 3G/4G/5G-based multimode products

- $90 million decrease in estimated revenues per unit

- $68 million decrease in revenues from the ending of the recognition of certain upfront license fee consideration in the first quarter of fiscal 2023 from our long-term license agreement with Nokia

QTL EBT as a percentage of revenues decreased in fiscal 2023 primarily due to lower revenues.

QTL EBT as a percentage of revenues increased in fiscal 2024 primarily due to:

+ lower cost of sales driven by a decrease in amortization expense related to acquired patents

+ higher revenues

QSI Segment (in millions)

1 unchanged sentence

Equipment and services revenues $ 18 $ 28 $ (10)

Loss before income taxes

(12) (279) 267

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

QSI EBT increased in fiscal 2024 primarily due to net gains on certain of our non-marketable equity investments.

Looking Forward

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

We believe that 5G combined with high-performance, low-power processing and on-device intelligence will continue to drive adoption of certain technologies that are already commonly used in smartphones by industries and applications beyond mobile handsets, such as automotive and IoT.

We believe that 5G combined with high-performance, low-power computing and on-device artificial intelligence will continue to drive adoption of certain technologies that are already commonly used in smartphones by industries and applications beyond mobile handsets, such as automotive and IoT.

We believe it is important that we remain a leader in 5G technology development, standardization, intellectual property creation and licensing, and a leading developer and supplier of 5G integrated circuit products in order to sustain and grow our business long-term.

As we look forward to the next several quarters:

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

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

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

• We expect to continue to see product cost increases from certain of our key semiconductor wafer suppliers.

• We expect commercial 5G network deployments and device launches will continue.

• We expect continued intense competition, including from vertical integration by certain of our customers (for example, Samsung and Huawei).

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

We anticipate these actions to be substantially completed in the first half of fiscal 2024.

• We expect transitions to new generations of leading process technology nodes to continue to drive product cost increases from certain of our key semiconductor wafer suppliers.

• We expect continued intense competition, including from vertical integration by certain of our customers (e.g., Apple).

• Current U.S./China trade relations and/or national security protection policies may negatively impact our business, growth prospects and results of operations.

See “Risk Factors” in this Annual Report, including the Risk Factor titled “ A significant portion of our business is concentrated in China, and the risks of such concentration are exacerbated by U.S./China trade and national security tensions.”

Further, while future developments are highly uncertain, we currently do not expect a significant impact on our results of operations in the future due to the Israel-Hamas war.

See “Risk Factors” in this Annual Report, specifically the Risk Factor titled “ Geopolitical conflicts, natural disasters, pandemics and other health crises, and other factors outside of our control, could significantly disrupt our business.

In fiscal 2024, we extended, renewed or entered into license agreements with several key OEMs.

We are currently pursuing negotiations with other key OEMs whose agreements expire in early fiscal 2025 (including Huawei).

In addition, in fiscal 2024, we entered into a license agreement with Shenzhen Transsion Holdings Limited (a growing, China-headquartered OEM that sells primarily in developing regions) for its 5G products.

While we continue to engage in negotiations toward a comprehensive resolution, we have initiated litigation against Transsion in multiple jurisdictions to enforce our intellectual property rights against certain of its unlicensed products.

See “Risk Factors” in this Annual Report, including the Risk Factors titled “ The continued and future success of our licensing programs requires us to continue to evolve our patent portfolio and to renew or renegotiate license agreements that are expiring ” and “The enforcement and protection of our intellectual property may be expensive, could fail to prevent misappropriation or unauthorized use of our intellectual property, could result in the loss of our ability to enforce one or more patents, and could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not effectively protect our intellectual property and by ineffective enforcement of laws in such jurisdictions.

We are also involved in other legal proceedings, including those described in this Annual Report in “Notes to Consolidated Financial Statements, Note 7.

Commitments and Contingencies.” Litigation is inherently uncertain, and, while we intend to continue to vigorously defend ourselves in such matters, the unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition or cash flows.

In addition to the foregoing business and market-based matters, we continue to devote resources to working with and educating participants in the wireless industry and governments as to the benefits of our licensing programs and our extensive technology investments in promoting a highly competitive and innovative wireless industry.

8 unchanged sentences

2024 September 24,

Cash, cash equivalents and marketable securities

Cash and cash equivalents (1) $ 7,849 $ 8,450 $ (601)

1 unchanged sentence

Cash, cash equivalents and marketable securities $ 13,300 $ 11,324 $ 1,976

(1) Excludes $77 million and $326 million of cash and cash equivalents classified as held for sale (included in other current assets) at September 24, 2023 and September 25, 2022, respectively.

$ 14,634 $ 15,398 $ (764)

(1) Excludes $77 million of cash and cash equivalents classified as held for sale at September 24, 2023.

(2) Includes our issued debt reported as long-term and short-term.

2024 2023 Change

Net cash provided by operating activities $ 12,202 $ 11,299 $ 903

Net cash provided (used) by investing activities

Net cash (used) provided by investing activities

(3,623) 762 (4,385)

1 unchanged sentence

Cash, cash equivalents and marketable securities.

The net increase in cash, cash equivalents and marketable securities was primarily due to net cash provided by operating activities, the issuance of $1.9 billion of unsecured fixed-rate notes, $1.5 billion in net cash proceeds from the sale of the Active Safety business and $434 million in proceeds from the issuance of common stock (primarily under our Employee Stock Purchase Plan), partially offset by $3.5 billion in cash dividends paid, $3.0 billion in payments to repurchase shares of our common stock, $1.5 billion in capital expenditures, $1.4 billion repayments of notes that matured in January 2023, $521 million in payments of tax withholdings related to the vesting of share-based awards and $498 million in net repayments of commercial paper.

Net changes in our operating assets and liabilities positively impacted our operating cash flows primarily from a decrease in accounts receivable as a result of lower revenues and a decrease in other assets primarily driven by utilization of prior

advanced supply agreement payments (which payments were primarily made during 2022 and 2021) and certain settlement payments received associated with our forward starting interest rate swaps, partially offset by lower operating liabilities resulting from lower purchases due to lower customer demand.

In the first quarter of fiscal 2023, we issued unsecured fixed-rate notes, consisting of $700 million of fixed-rate 5.40% notes and $1.2 billion of fixed-rate 6.00% notes (collectively, November 2022 Notes) that mature on May 20, 2033 and May 20, 2053, respectively.

The net proceeds from the November 2022 Notes were used to repay $946 million of fixed-rate notes and $500 million of floating-rate notes that matured in January 2023 and the excess was used for general corporate purposes.

At September 24, 2023 , we had $15.9 billion of principal fixed-rate notes outstanding, $914 million of which matures in May 2024.

The net increase in cash, cash equivalents and marketable securities in fiscal 2024 was primarily due to net cash provided by operating activities and $383 million in proceeds from the issuance of common stock (primarily under our Employee Stock Purchase Plan), partially offset by $4.1 billion in payments to repurchase shares of our common stock, $3.7 billion in cash dividends paid, $1.0 billion in capital expenditures, $932 million in payments of tax withholdings related to the vesting of share-based awards and $914 million in repayments of notes that matured in May 2024.

During fiscal 2024, income taxes paid were in excess of our provision, negatively impacting net cash provided by operating activities.

This was primarily driven by the adverse impact of the requirement to capitalize and amortize research and development expenditures for federal income tax purposes, our payment of $1.0 billion related to certain previously postponed U.S.

federal income tax payments from fiscal 2023 and an installment payment for a one-time U.S.

repatriation tax accrued in fiscal 2018 of $414 million.

Net changes in our operating assets and liabilities positively impacted our operating cash flows in fiscal 2024 primarily from an increase in accrued customer incentives, which included the impact of timing of related payments, and an increase in accounts payable due to timing and amount of inventory purchases, partially offset by an increase in accounts receivable due to higher revenues.

At September 29, 2024 , we had $15.0 billion of principal fixed-rate notes outstanding, $1.4 billion of which matures in May 2025.

The remaining debt has maturity dates in 2027 through 2053.

2 unchanged sentences

At September 29, 2024 , we had no amounts of commercial paper outstanding.

We also have a Revolving Credit Facility, which provides for unsecured revolving facility loans, swing line loans and letters of credit in an aggregate amount of up to $4.3 billion, which expires on December 8, 2025.

On August 8, 2024, we entered into a Revolving Credit Facility, replacing our prior Amended and Restated Revolving Credit Facility.

The Revolving Credit Facility provides for unsecured revolving facility loans, swing line loans and letters of credit in an aggregate amount of up to $4.0 billion, which expires on August 8, 2029.

At September 29, 2024 , no amounts were outstanding under the Revolving Credit Facility.

3 unchanged sentences

Income Taxes.

At September 24, 2023 , we estimated remaining future payments of $1.5 billion for a one-time U.S.

repatriation tax accrued in fiscal 2018, after application of certain tax credits, which is payable in installments over the next three years.

At September 24, 2023 , other current liabilities included $391 million for the next installment due in January 2024 as well as $1.0 billion rela ted to certain postponed U.S.

federal income tax-payments from fiscal 2023, which were paid in October 2023.

At September 29, 2024 , our remaining future payments were $1.0 billion for a one-time U.S.

repatriation tax accrued in fiscal 2018, after application of certain tax credits, which is payable in installments over the next two years.

At September 29, 2024 , other current liabilities included $530 million for the next installment due in January 2025.

Beginning in fiscal 2023, for federal income tax purposes, we are required to capitalize and amortize domestic research and development expenditures over five years and foreign research and development expenditures over fifteen years (such expenditures were previously deducted as incurred).

Our cash flows from operations will be adversely affected due to significantly higher cash tax payments.

As a result, our cash flows from operations are adversely affected due to significantly higher cash tax payments.

However, the adverse cash flow impact will diminish in future years as capitalized research and

development expenditures continue to amortize.

Additional information regarding our income taxes is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note 3.

1 unchanged sentence

Capital Return Program.

The following table summarizes stock repurchases, before commissions, and dividends paid during fiscal 2023 and 2022 (in millions, except per-share amounts):

The following table summarizes stock repurchases and dividends paid during fiscal 2024 and 2023 (in millions, except per-share amounts):

Stock Repurchase Program Dividends Total

3 unchanged sentences

On October 12, 2021, we announced a $10.0 billion stock repurchase program.

The stock repurchase program has no expiration date.

At September 24, 2023, $5.1 billion remained authorized for repurchase under our stock repurchase program.

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

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

The stock repurchase programs have no expiration date.

The timing of stock repurchases and the number of shares of common stock to be repurchased will depend upon prevailing market conditions and other factors.

Repurchases may be made in the open market, through 10b5-1 programs, through accelerated share repurchase programs, in privately negotiated transactions or through the use of derivative instruments.

Our stock repurchase programs are subject to periodic evaluations to determine when and if repurchases are in the best interests of our stockholders, and we may accelerate, suspend, delay or discontinue repurchases at any time.

On October 13, 2023, we announced a cash dividend of $0.80 per share on our common stock, payable on December 14, 2023 to stockholders of record as of the close of business on November 30, 2023.

On October 16, 2024, we announced a cash dividend of $0.85 per share on our common stock, payable on December 19, 2024 to stockholders of record as of the close of business on December 5, 2024.

We currently intend to continue to use cash dividends as a means of returning capital to stockholders, subject to capital availability and our view that cash dividends are in the best interests of our stockholders, among other factors.

4 unchanged sentences

• Cash outflows for capital expenditures were $1.0 billion in fiscal 2024 and $1.5 billion in fiscal 2023.

We reduced our capital expenditures in fiscal 2023 in response to the weakness in the macroeconomic environment (which negatively impacted consumer demand for smartphones and other devices that incorporate our products and technologies).

• Amounts related to future lease payments for operating lease obligations at September 24, 2023 totaled $872 million, with $116 million expected to be paid within the next 12 months.

• In the fourth quarter of fiscal 2023, we accrued $385 million of severance costs, substantially all of which is expected to be paid in the first half of fiscal 2024.

We expect capital expenditures to increase from fiscal 2024 in the near term to support our production and testing needs related to our growth and diversification initiatives.

• Amounts related to future lease payments for operating lease obligations at September 29, 2024 totaled $1.1 billion, with $136 million expected to be paid within the next 12 months.

• We expect to continue making strategic investments and acquisitions, the amounts of which could vary significantly.

Further, regulatory authorities in certain jurisdictions have investigated our business practices and instituted proceedings against us and they or other regulatory authorities may do so in the future.

Further, regulatory authorities in certain jurisdictions have investigated our business practices and instituted proceedings against us in the past, and they or other regulatory authorities may do so in the future.

Additionally, certain of our direct and indirect customers and licensees have pursued, and others may in the future pursue, litigation or arbitration against us related to our business.

19 unchanged sentences

We monitor our investments for events or circumstances that could indicate impairment, including those that result from observable price adjustments.

Key considerations in this assessment include the investee’s financial and liquidity position and business forecasts (including their ability to respond to any significant deterioration), industry performance, development and/or market acceptance of the investee’s products or technologies, as well as considering any appreciation in fair value that has not been recognized in the carrying values of such investments and other relevant events and factors (such as the effects of the macroeconomic environment in fiscal 2023 and 2022).

In fiscal 2024 and 2023, there were no significant impairment losses or adjustments to our previous judgments and estimates recorded.

We measure inventory at the lower of cost or net realizable value considering judgments and estimates related to future customer demand and other market conditions, such as the impact of certain capacity constraints experienced across the semiconductor industry through the third quarter of fiscal 2022, as well as the impact of the macroeconomic environment in fiscal 2022 and 2023, which negatively impacted consumer demand for smartphones and other devices that incorporate our products and technologies.

We measure inventory at the lower of cost or net realizable value considering judgments and estimates related to future customer demand and other market conditions, such as the impact of the macroeconomic environment in fiscal 2023, which negatively impacted consumer demand for smartphones and other devices that incorporate our products and technologies.

Although we believe these estimates are reasonable, any significant changes in customer demand that are less favorable than our previous estimates may require additional inventory write-downs and would be reflected in cost of sales resulting in a negative impact to our gross margin in that period.

2 unchanged sentences

We monitor our goodwill, other indefinite-lived assets and long-lived assets for the existence of impairment indicators and apply judgments in the valuation methods and underlying assumptions utilized in such assessments.

During fiscal 2024, there were no material impairment charges for long-lived or indefinite-lived assets.

During fiscal 2023, we recorded total impairment charges of approximately $400 million related to certain long-lived and other indefinite-lived assets.

Such impairments (and the related remaining asset values) were not individually material.

During fiscal 2022, there were no material impairment charges for long-lived or indefinite-lived assets.

Additionally, the estimated fair values of our QCT and QTL reporting units, based on our qualitative assessment, were substantially in excess of their respective carrying values at September 29, 2024.

1 unchanged sentence

We record our best estimate of a loss related to pending legal and regulatory proceedings when the loss is considered probable and the amount can be reasonably estimated.

We face difficulties in evaluating or estimating likely outcomes or the amount of possible loss in certain legal and regulatory proceedings.

We face difficulties in evaluating or estimating likely outcomes and/or the amount of possible loss in certain legal and regulatory proceedings.

Income Taxes.

We make significant judgments and estimates in determining our provision for income taxes, including our assessment of our income tax positions given the uncertainties involved in the interpretation and application of complex tax laws and regulations in various taxing jurisdictions.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements and the impact of those pronouncements, if any, on our consolidated financial statements is provided in this Annual Report in “Notes to Consolidated Financial Statements, Note 1.

Significant Accounting Policies.”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity