What changed in this filing

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Item 9A. Controls and Procedures

2024-11-06 compared with 2023-11-01 · 201 added, 213 removed, 1122 unchanged (27% of the section changed)

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Other Information

During the quarter ended September 24, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The information required by this item regarding directors is incorporated by reference to our 2024 Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders (2024 Proxy Statement) in “Proposal 1:

Election of Directors” under the heading “Nominees for Election.” Certain information required by this item regarding executive officers is set forth in Item 1 of Part I of this Annual Report under the heading “Information about our Executive Officers.” The information required by this item regarding corporate governance is incorporated by reference to our 2024 Proxy Statement in the section titled “Corporate Governance” under the headings “Code of Ethics and Corporate Governance Principles and Practices” and “Board Meetings, Committees and Attendance.”

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

Certain information required by this item regarding executive officers is set forth in Item 1 of Part I of this Annual Report under the heading “Information about our Executive Officers.” The information required by this item regarding corporate governance will be included in our 2025 Proxy Statement and is incorporated herein by reference.

Executive Compensation

The information required by this item is incorporated by reference to our 2024 Proxy Statement in the section titled “Executive Compensation and Related Information” under the heading “Compensation Discussion and Analysis,” in the sections titled “HR and Compensation Committee Report,” “Compensation Tables and Narrative Disclosures” and “Director Compensation,” and in the section titled “Stock Ownership of Certain Beneficial Owners and Management” under the heading “Compensation Committee Interlocks and Insider Participation.”

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

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

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to our 2024 Proxy Statement in the section titled “Certain Relationships and Related-Person Transactions” and in the section titled “Corporate Governance” under the headings “Director Independence” and “Board Meetings, Committees and Attendance.”

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

Principal Accounting Fees and Services

The information required by this item is incorporated by reference to our 2024 Proxy Statement in “Proposal 2:

Ratification of Selection of Independent Public Accountants.”

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

Exhibits and Financial Statement Schedules

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8-K 3/7/2024 3.2

4.1 Indenture, dated May 20, 2015, between the Company and U.S.

4.1 Indenture, dated May 20, 2015, betwe en Q UALCOMM Incorporated a nd U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

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8-K 5/31/2017 4.11

4.9 Form of 4.300% Notes due 2047.

8-K 5/31/2017 4.11

4.9 Officers’ Certificate, dated May 8, 2020, for the 2.150% Notes due 2030 and the 3.250% Notes due 2050.

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10-K 11/6/2019 4.15

10.1 Credit Agreement, dated as of December 8, 2020, among QUALCOMM Incorporated, the lenders party thereto, the letter of credit issuers party thereto and Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer (as amended by the LIBOR Transition Amendment dated as of December 21, 2021 and as further amended by Amendment No.

2 dated as of March 10, 2023).

10.1 Credit Agreement among QUALCOMM Incorporated, the lenders party thereto, the letter of credit issuers party thereto and Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer , dated a s of Au g ust 8, 2024 .

8/9/2024 10.1

10.2 Form of Indemnity Agreement between the Company and its directors and officers.

10.2 Form of Indemnity Agreement between the Q UA LCOMM Incorporated and its directors and officers.

10-K 11/4/2015 10.1

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10-Q 4/25/2018 10.62

10.5 QUALCOMM Incorporated 2023 Long-Term Incentive Plan .

10.5 Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan.

05/1/2024 10.5

10.6 Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Agreement (2020 Form).

10-K 11/4/2020 10.21

10.7 Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Restricted Stock Unit Grant Notice and Executive Restricted Stock Unit Agreement (2020 Form).

10-Q 2/3/2021 10.20

10.6 Form of Qualcomm Incorporated 2016 Long-Term Incentive Plan Executive Performance Stock Unit Award Grant Notices and Executive Performance Stock Unit Award Agreement (2021 Form).

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2/2/2023 10.24

10.10 Form of Qualcomm Incorporated 2023 Long-Term Incentive Plan Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Agreement (202 3 Form).

1/31/2024 10.24

10.11 Form of Qualcomm Incorporated 2023 Long-Term Incentive Plan Executive Restricted Stock Unit Award Grant Notice and Executive Restricted Stock Unit Award Agreement (202 3 Form).

1/31/2024 10.25

10.12 Form of Qualcomm Incorporated 2023 Long-Term Incentive Plan Executive Performance Stock Unit Award Grant Notice and Executive Performance Stock Unit Award Agreement (202 4 Form).

10.13 Form of Qualcomm Incorporated 2023 Long-Term Incentive Plan Executive Restricted Stock Unit Award Grant Notice and Executive Restricted Stock Unit Award Agreement (202 4 Form).

10.14 Form of 202 4 Annual Cash Incentive Plan Performance Unit Agreement.(2)

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5/3/2023 10.16

Number Exhibit Description Form Date of First Filing Exhibit Number Filed Herewith

10.18 QUALCOMM Incorporated Non-Qualified Deferred Compensation Plan, as amended and restated effective January 1, 2021.

10-Q 2/3/2021 10.16

10.17 A mendment No.

10.19 Amendment No.

1 to the Qualcomm Incorporated Non-Qualified Deferred Compensation Plan.

Number Exhibit Description Form Date of First Filing Exhibit Number Filed Herewith

11/1/2023 10.17

10.20 Qualcomm Incorporated 2024 Director Compensation Plan.

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10.21 Qualcomm Incorporated 202 5 Director Compensation Plan.

10.20 Form s of 2016 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Grant Notice s and Non-Employee Director Deferred Stock Unit Agreement s .

10.22 Forms of 2016 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Grant Notices and Non-Employee Director Deferred Stock Unit Agreements.

10-Q 4/25/2018 10.60

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5/3/2023 10.28

21 Subsidiaries of the Company.

19 Insider Trading Policy .

21 Subsidiaries of the r egistra nt .

23.1 Consent of Independent Registered Public Accounting Firm.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Akash Palkhiwala.

97 Incentive Compensation Repaymen t Policy ( Policy Relating to Recovery of Erroneously Awarded Compensation ) .

97 Incentive Compensation Repayment Policy .

101.INS Inline XBRL Instance Document.

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Amon (Principal Executive Officer)

/s/ Akash Palkhiwala Chief Financial Officer November 1, 2023

/s/ Akash Palkhiwala Chief Financial Officer and Chief Operating Officer

November 6, 2024

Akash Palkhiwala (Principal Financial Officer)

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Miller Director November 6, 2024

/s/ Marie Myers

Director November 6, 2024

Rosenfeld Director November 6, 2024

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Unearned revenues 88 99

Income taxes payable 1,080 1,472

Long-term debt 13,270 14,484

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Retained earnings 25,687 20,733

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Total stockholders’ equity 26,274 21,581

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Net unrealized gains (losses) on certain available-for-sale debt securities 93 54 ( 113 )

Net unrealized gains (losses) on derivative instruments

99 361 ( 53 )

Other gains (losses) 10 35 ( 2 )

Net unrealized gains on derivative instruments

Other (losses) gains

Other reclassifications included in net income ( 1 ) 77 —

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2 1,383 ( 16 )

Net cash provided (used) by investing activities

Net cash (used) provided by investing activities

( 3,623 ) 762 ( 5,804 )

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Other items, net ( 17 ) ( 19 ) ( 34 )

Net cash (used) provided by financing activities from discontinued operations

Net cash provided (used) by financing activities from discontinued operations

Net cash used by financing activities ( 9,269 ) ( 6,663 ) ( 7,196 )

Effect of exchange rate changes on cash and cash equivalents 12 30 ( 113 )

Net increase (decrease) in total cash and cash equivalents

Net (decrease) increase in total cash and cash equivalents

( 678 ) 5,428 ( 4,017 )

Total cash and cash equivalents at beginning of period (including $ 326 classified as held for sale at September 25, 2022)

Total cash and cash equivalents at beginning of period (including $ 77 and $ 326 classified as held for sale at September 24, 2023 and September 25, 2022)

8,527 3,099 7,116

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( 932 ) ( 521 ) ( 766 )

Stock awards assumed in acquisition — — 10

Common stock issued in acquisition

Balance at end of period

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Significant Accounting Policies

We are a global leader in the development and commercialization of foundational technologies for the wireless industry, including 3G, 4G and 5G wireless connectivity, and high-performance and low-power computing including on-device artificial intelligence (AI).

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

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

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

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

We derive revenues principally from sales of integrated circuit products and through the licensing of our intellectual property, including patents and other rights.

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We operate and report using a 52-53 week fiscal year ending on the last Sunday in September.

The fiscal years presented each included 52 weeks.

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

Our fiscal year for 2025 will include 52 weeks.

Cash Equivalents.

We consider all highly liquid investments with original maturities of 90 days or less to be cash equivalents.

Cash equivalents may be comprised of money market funds, certificates of deposit, commercial paper, corporate bonds and notes, certain bank time and demand deposits, U.S.

Cash equivalents may be comprised of money market funds, certificates of deposit, commercial paper, corporate bonds and notes and certain bank time deposits, U.S.

Treasury securities and government-related securities.

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Equity Method and Non-marketable Equity Investments.

Equity investments for which we have significant influence, but not control, over the investee and are not the primary beneficiary of the investee’s activities are accounted for under the equity method.

Equity investments in common stock or in-substance common stock for which we have significant influence, but not control, over the investee and are not the primary beneficiary of the investee’s activities are accounted for under the equity method.

Our share of gains and losses in equity method investments are recorded in investment and other income (expense), net.

We eliminate unrealized profit or loss related to transactions with equity method investees in relation to our ownership interest in the investee, which is recorded as a component of equity in net earnings (losses) in investees in investment and other income (expense), net.

Non-marketable equity investments (for which we do not have significant influence or control) are investments without readily determinable fair values that are recorded based on initial cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar securities, if any.

Non-marketable equity investments (for which we do not have significant influence or control) are investments without readily determinable fair values that are generally recorded based on initial cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar securities, if any.

All gains and losses on investments in non-marketable equity securities, realized and unrealized, are recognized in investment and other income (expense), net.

We monitor equity method and non-marketable equity investments for events or circumstances that could indicate the investments are impaired, such as a deterioration in the investee’s financial condition and business forecasts and lower valuations in recently completed or anticipated financings, and recognize a charge to investment and other income (expense), net for the difference between the estimated fair value and the carrying value.

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

equity method investments, we record impairment losses in earnings only when impairments are considered other-than-temporary.

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

For equity method investments, we record impairment losses in earnings only when impairments are considered other-than-temporary.

Our primary objectives for holding derivative instruments are to manage foreign exchange risk for certain foreign currency revenues, operating expenses, receivables and payables and to manage interest rate risk associated with our cash equivalents, marketable securities and long-term debt.

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Recoverability of inventories is assessed based on review of future customer demand that considers multiple factors, including committed purchase orders from customers as well as purchase commitment projections provided by customers and our own forecasts of customer demand, among other factors.

This valuation also requires us to make judgments and assumptions based on information currently available about market conditions, including competition, anticipated technological changes, internal product life cycle and development plans, product pricing and other broader market conditions that may impact customer demand, such as the impact of certain capacity constraints experienced across the semiconductor industry in fiscal 2021 and through the third quarter of fiscal 2022, as well as the impact of the macroeconomic environment in fiscal 2022 and 2023.

This valuation also requires us to make judgments and assumptions based on information currently available about market conditions, including competition, anticipated technological changes, internal product life cycle and development plans, product pricing and other broader market conditions that may impact customer demand, such as the impact of the macroeconomic environment in fiscal 2022 and 2023.

We generally place binding purchase orders with our suppliers in advance of receiving contractually binding forecasts and/or purchase orders from our customers.

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If we overestimate demand for our products, the amount of our loss will be impacted by our ability to reduce inventory purchases from our suppliers.

Further, if our customers cancel purchase orders or alter forecasts this may result in excess

Further, if our customers cancel purchase orders or alter forecasts this may result in excess inventory on hand.

Our assumptions of future product demand are

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

inventory on hand.

Our assumptions of future product demand are inherently uncertain, and changes in our estimates and assumptions may cause us to record additional write-downs in the future if demand forecasted for specific products is greater than actual demand.

inherently uncertain, and changes in our estimates and assumptions may cause us to record additional write-downs in the future if demand forecasted for specific products is greater than actual demand.

Property, Plant and Equipment.

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An estimate of fair value can be affected by many assumptions that require significant judgment.

For example, the income approach generally requires us to use assumptions to estimate future cash flows including those related to total addressable market, pricing and share forecasts, competition, technology obsolescence, future tax rates and discount rates.

For example, the income approach generally requires us to use assumptions to estimate the present value of future cash flows including those related to total addressable market, pricing and share forecasts, competition, technology obsolescence, future tax rates and discount rates.

Our estimate of the fair value of certain assets may differ materially from that determined by others who use different assumptions or utilize different business models and from the future cash flows actually realized.

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Revenues from sales of our products are recognized upon transfer of control to the customer, which is generally at the time of shipment.

Revenues from providing services are typically recognized over time as our performance obligation is

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenues from providing services are typically recognized over time as our performance obligation is satisfied.

Revenues from providing services and licensing system software were each less than 5 % of total revenues for all periods presented.

We grant licenses or otherwise provide rights to use portions of our intellectual property portfolio, which, among other rights, includes certain patent rights essential to and/or useful in the manufacture, sale or use of certain wireless products.

Licensees pay per-unit royalties based on their sales of products incorporating or using our licensed intellectual property and, to a lesser extent, lump sum payments (license fees).

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

License agreements contain a single performance obligation that represents ongoing access to a portfolio of intellectual property over the license term since such agreements provide the licensee the right to access a portfolio of intellectual property that exists at inception of the license agreement and to updates and new intellectual property that is added to the licensed portfolio during the term of the agreement that are highly interdependent or interrelated.

Licensees pay per-unit royalties based on their sales of products incorporating or using our licensed intellectual property and, to a lesser extent, lump sum payments (license fees, substantially all of which were recognized prior to fiscal 2024).

License fees are recognized as revenues on a straight-line basis over the estimated period of benefit of the license to the licensee.

Per-unit royalties are generally based upon a percentage of the wholesale (i.e., licensee’s) selling price of complete licensed products, net of certain permissible deductions (including transportation, insurance, packing costs and other items), with certain products subject to per unit minimums and/or per unit caps.

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As a result of recognizing revenues in the period in which the licensees’ sales occur using estimates, adjustments to revenues are required in subsequent periods to reflect changes in estimates as new information becomes available, primarily resulting from actual amounts reported by our licensees.

License agreements that require payment of license fees contain a single performance obligation that represents ongoing access to a portfolio of intellectual property over the license term since such agreements provide the licensee the right to access a portfolio of intellectual property that exists at inception of the license agreement and to updates and new intellectual property that is added to the licensed portfolio during the term of the agreement that are highly interdependent or interrelated.

Since we expect to expend efforts to develop and transfer updates to our licensed portfolio on an even basis, license fees are recognized as revenues on a straight-line basis over the estimated period of benefit of the license to the licensee.

We account for a contract with a customer/licensee when it is legally enforceable, the parties are committed to perform their respective obligations, the rights of the parties regarding the goods and/or services to be transferred are identified, payment terms are identified, the contract has commercial substance and collectability of substantially all of the consideration is probable, which for product sales, is generally when a customer purchase order is executed and for licensing revenues, is generally upon execution of a license agreement.

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Cash collected from customers prior to a contract existing is recorded to other customer-related liabilities in other current liabilities.

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

Depending on the matter, various remedies that could result from an unfavorable resolution include, among others, the loss of our ability to enforce one or more of our patents;

monetary damages or fines or other orders to pay money;

the issuance of orders to cease certain conduct or modify our business practices, such as requiring us to reduce our royalty rates, reduce the base on which our royalties are calculated, grant patent licenses to chipset manufacturers, sell chipsets to unlicensed original equipment manufacturers (OEMs) or modify or renegotiate some or all of our existing license agreements;

and determinations that some or all of our license agreements are invalid or unenforceable.

Additionally, from time to time, companies initiate various strategies in an attempt to negotiate, renegotiate, reduce and/or eliminate their need to pay royalties to us for the use of our intellectual property, which may include disputing, underreporting, underpaying, not reporting and/or not paying royalties owed to us under their license agreements with us, or reporting to us in a manner that is not in compliance with their contractual obligations.

From time to time, companies initiate various strategies in an attempt to negotiate, renegotiate, reduce and/or eliminate their need to pay royalties to us for the use of our intellectual property, which may include disputing, underreporting, underpaying, not reporting and/or not paying royalties owed to us under their license agreements with us, or reporting to us in a manner that is not in compliance with their contractual obligations.

In such cases, we estimate and recognize licensing revenues only when we have a contract, as defined in the revenue recognition guidance, which includes, among other items, evaluating whether our license agreements remain valid and enforceable and evaluating licensees’ conduct and whether they remain committed to perform their respective obligations.

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For certain QCT (Qualcomm CDMA Technologies) customer incentive arrangements, there is complexity in applying certain contractual terms to determine the amount recorded as a reduction to revenues.

For the periods presented, no significant reversals of revenues

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

have been made related to such amounts previously recorded.

The amounts accrued for customer incentive arrangements are recorded as a reduction to accounts receivable, net or as other current liabilities based on whether we have the intent and contractual right of offset.

For the periods presented, no significant reversals of revenues have been made related to such amounts previously recorded.

Certain amounts recorded as a reduction to revenues for customer incentive arrangements are considered variable consideration and are included in the transaction price primarily based on estimating the most likely amount expected to be provided to the customer/licensee.

Adjustments made to revenues in subsequent periods to reflect changes in estimates as new information becomes available are included in our disclosure of revenues recognized from previously satisfied performance obligations (Note 2).

Revenues recognized from sales of our products and sales-based royalties are generally included in accounts receivable, net (including unbilled receivables) based on our unconditional right to payment for satisfied or partially satisfied performance obligations.

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

performance obligations.

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

Share-Based Compensation.

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We recognize liabilities for uncertain tax positions based on a two-step process.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

appeals or litigation processes, if any.

The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.

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Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings.

Significant judgments and estimates are required in determining our provision for income taxes, including those related to special deductions such as FDII (foreign-derived intangible income), tax incentives, intercompany research and development cost-sharing arrangements, transfer pricing, tax credits and the realizability of deferred tax assets.

Significant judgments and estimates are required in

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

determining our provision for income taxes, including those related to special deductions such as FDII (foreign-derived intangible income), tax incentives, intercompany research and development cost-sharing arrangements, transfer pricing, tax credits and the realizability of deferred tax assets.

While we believe we have appropriate support for the positions we have taken or that we plan to take on our tax returns, we regularly assess the potential outcomes of examinations by taxing authorities in determining the adequacy of our provision for income taxes.

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To reflect share repurchases in the consolidated balance sheet, we (i) reduce common stock for the par value of the shares, (ii) reduce paid-in capital for the amount in excess of par to zero during the quarter in which the shares are repurchased and (iii) record the residual amount, if any, to retained earnings.

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

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

Earnings Per Share.

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period.

Diluted earnings per share is computed by dividing net income by the combination of the weighted-average number of common shares outstanding and the weighted-average number of dilutive common share equivalents, comprised of shares issuable under our share-based compensation plans, during the reporting period.

The following table provides information about the diluted earnings per share calculation (in millions):

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Shares of common stock equivalents not included because the effect would be anti-dilutive or certain performance conditions were not satisfied at the end of the period 4 7 1

Recent Accounting Pronouncements Not Yet Adopted.

Segment Reporting Disclosures:

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

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

Income Tax Disclosures:

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

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

Income Statement - Expense Disaggregation Disclosures :

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

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

Composition of Certain Financial Statement Items

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Balance at September 24, 2023 (1)

9,909 733 10,642

Acquisitions 126 — 126

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Balance at September 29, 2024 (1)

$ 10,065 $ 734 $ 10,799

(1) Cumulative goodwill impairments were $ 812 million at both September 29, 2024 and September 24, 2023.

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$ 1,341 $ 1,236

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

Cumulative unrealized losses, including impairments, were $ 385 million and $ 335 million at September 29, 2024 and September 24, 2023, respectively.

Other Current Liabilities (in millions)

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$ 4,425 $ 4,491

We disaggregate our revenues by segment (Note 8), by product and service (as presented on our consolidated statements of operations), and for our QCT segment, by revenue stream, which is based on the industry and application in which our products are sold (as presented below).

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.

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

This change aligns with changes made to our internal reporting of revenues.

We believe this change provides a more meaningful presentation in understanding QCT revenues going forward, as we expect RFFE revenues to correspond with trends in Handsets, Automotive and IoT (as applicable) and is more consistent with how our revenue diversification is viewed externally.

We disaggregate our revenues by segment (Note 8), by products and services (as presented on our consolidated statements of operations), and for our QCT segment, by revenue stream, which is based on the industry and application in which our products are sold (as presented below).

In certain cases, the determination of QCT revenues by industry and application requires the use of certain assumptions.

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(3) Primarily includes products sold for use in the following industries and applications:

consumer (including computing, voice and music and XR), edge networking (including mobile broadband and wireless access points) and industrial (including handhelds, retail, tracking and logistics and utilities).

consumer (including PCs, tablets, voice and music and XR), edge networking (including mobile broadband and wireless access points) and industrial (including handhelds, retail, tracking and logistics and utilities).

Revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods generally include certain QCT sales-based royalty revenues related to system software, certain amounts related to QCT customer incentives and QTL royalty revenues recognized related to devices sold in prior periods (including adjustments to prior period royalty estimates, which includes the impact of the reporting by our licensees of actual royalties due) and were as follows (in millions):

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$ 558 $ 598 $ 788

Unearned revenues (which are considered contract liabilities) consist primarily of certain customer contracts for which QCT received fees upfront and QTL license fees for intellectual property with continuing performance obligations.

In fiscal 2024 and fiscal 2023, we recognized revenues of $ 312 million and $ 355 million, respectively, that were recorded as unearned revenues at September 24, 2023 and September 25, 2022, respectively.

Remaining performance obligations, which are primarily included in unearned revenues (as presented on our consolidated balance sheet), represent the aggregate amount of the transaction price of certain customer contracts yet to be recognized as revenues as of the end of the reporting period and exclude revenues related to (a) contracts that have an original expected duration of one year or less and (b) sales-based royalties (i.e., future royalty revenues) pursuant to our license

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Our patent license agreements with key OEMs are generally long-term, with terms expiring at varying dates between fiscal 2025 and 2031 .

We generally seek to renew or renegotiate such license agreements prior to expiration.

Concentrations.

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2023 September 25,

Customer/licensee (w) 27 % 21 % 23 %

Customer/licensee (x)

22 % 27 % 21 %

Customer/licensee (y)

Customer/licensee (z)

* Less than 10%

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Other Income, Costs and Expenses.

Other expenses in fiscal 2024 consisted primarily of restructuring and restructuring-related charges (substantially all of which related to severance costs) and a charge related to the settlement of the securities class action lawsuit (Note 7).

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.

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

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

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

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

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

In the third quarter of fiscal 2022, the General Court of the European Union issued a ruling annulling a decision made by the EC in fiscal 2018.

As a result of the court’s decision, we recorded a $ 1.1 billion benefit to other income in fiscal 2022.

In the third quarter of fiscal 2022, the General Court of the European Union issued a ruling annulling a decision made by the European Commission (EC) in fiscal 2018.

As a result of the court’s decision, we recorded a $ 1.1 billion benefit to other income in fiscal 2022 resulting from the reversal of the previously accrued EC fine.

Discontinued Operations.

In fiscal 2022, we and SSW Partners, a New York-based investment partnership, entered into and closed a definitive agreement to acquire Veoneer, Inc.

Total cash consideration paid in the transaction was $ 4.7 billion.

We acquired Veoneer’s Arriver business and SSW Partners retained Veoneer’s Tier-1 automotive supplier businesses, primarily consisting of the Active Safety and the Restraint Control Systems businesses (the Non-Arriver businesses), with the intent to sell such businesses in multiple transactions.

In exchange for us funding substantially all of the cash consideration payable in the transaction, we obtained the right to receive a majority of the proceeds upon the sale of the Non-Arriver businesses by SSW Partners.

On June 1, 2023, SSW Partners completed the sale of Veoneer’s Active Safety business to Magna International Inc.

for net cash proceeds of $ 1.5 billion.

On March 1, 2024, SSW Partners completed the sale of Veoneer’s Restraint Control Systems (RCS) business to American Industrial Partners Capital Fund VII.

Although we did not own or operate the Non-Arriver businesses, we were the primary beneficiary, within the meaning of the FASB accounting guidance related to consolidation (ASC 810), of these businesses under the variable interest model, until sold by SSW.

Factors considered in reaching this conclusion included, among others:

(i) our involvement in the design of and our funding of substantially all of the total cash consideration payable in the transaction and (ii) our obligation to absorb losses and rights to receive returns from the Non-Arriver businesses.

Accordingly, through the date of disposition by SSW Partners, the assets and liabilities of the Non-Arriver businesses have been consolidated and presented as held for sale on our consolidated balance sheets, and the operating results (including the gain or loss on sale, the amounts of which were not material) have been presented as discontinued operations.

Also, the cash flows provided (used) by the Non-Arriver businesses are reflected separately as discontinued operations, with the cash proceeds from the sale of the Active Safety and RCS businesses presented as investing activities.

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

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A significant portion of our U.S.

income qualifies for preferential treatment as FDII (foreign-derived intangible income) at a 13 % effective tax rate.

income qualifies for preferential treatment as FDII at a 13 % effective tax rate.

2024 2023 2022

Expected income tax provision at federal statutory tax rate $ 2,171 $ 1,563 $ 3,150

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 ) ( 753 )

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

Benefit related to the transfer of intellectual property between foreign subsidiaries

Benefit related to research and development tax credits ( 259 ) ( 235 ) ( 224 )

Excess tax (benefit) deficiency associated with share-based awards ( 176 ) 3 ( 257 )

Foreign currency (gains) losses related to Korean withholding tax receivable ( 21 ) ( 66 ) 243

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 Korean withholding tax receivable ( 66 ) 243 12

Shortfall (excess) tax benefit associated with share-based awards 3 ( 257 ) ( 265 )

Nontaxable reversal of 2018 EC fine — — ( 224 )

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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.

However, since the resulting deferred tax asset is established at the statutory rate of 21 % (rather than the current effective tax rate of 13 % to 16 % after considering the FDII deduction), capitalization favorably affects our total provision for income taxes and results of operations.

The adverse cash flow impact and favorable tax provision impact will diminish in future years as capitalized research and development expenditures continue to amortize.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

affects our total provision for income taxes and results of operations.

The adverse cash flow impact and favorable tax provision impact will diminish in future years as capitalized research and development expenditures continue to amortize.

In the fourth quarter of fiscal 2024, we completed an intra-group transfer of intellectual property to better align certain intellectual property ownership within our QCT business, which resulted in the recognition of a tax benefit of $ 317 million during the fourth quarter of fiscal 2024 from the establishment of a deferred tax asset.

Such tax benefit was based on the value of the intellectual property transferred, which was measured using an income approach based on significant unobservable inputs.

Beginning in fiscal 2019, as a result of certain court rulings in Korea, among other factors, we decided to apply for a partial refund claim for taxes previously withheld from licensees in Korea on payments due under their license agreements to which we have claimed a foreign tax credit in the United States.

As a result, $ 2.2 billion and $ 2.0 billion was recorded as a noncurrent income taxes receivable (recorded in other assets) at September 29, 2024 and September 24, 2023, respectively, and $ 2.5 billion and $ 2.3 billion was recorded as a noncurrent liability for uncertain tax benefits (recorded in other liabilities) at September 29, 2024 and September 24, 2023, respectively.

Income taxes payable (recorded in other current liabilities) were $ 1.7 billion and $ 634 million at September 24, 2023 and September 25, 2022, respectively.

This increase was primarily due to announcements by the Internal Revenue Service (IRS), which postponed our remaining current year U.S.

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

At September 24, 2023, we estimated remaining future payments of $ 1.5 billion for a one-time 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, $ 391 million was recorded in other current liabilities, reflecting the next installment due in January 2024, with the remaining noncurrent portion presented as income taxes payable on our balance sheet.

At September 29, 2024, our remaining future payments were $ 1.0 billion for a one-time 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, $ 530 million was recorded in other current liabilities, reflecting the next installment due in January 2025, with the remaining noncurrent portion presented in other liabilities on our balance sheet.

We had deferred tax assets and deferred tax liabilities as follows (in millions):

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2024 September 24,

Unused tax credits $ 1,819 $ 1,624

Capitalized research and development expenditures

$ 3,015 $ 1,490

Unused tax credits 2,172 1,819

Customer incentives 769 659

Accrued liabilities and reserves 401 264

Unused net operating losses 719 364

Share-based compensation 285 225

Accrued liabilities and reserves 397 401

Operating lease liabilities 282 216

Share-based compensation 152 285

Unrealized losses on other investments and marketable securities 146 159

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Unrealized gains on other investments and marketable securities ( 169 ) ( 101 )

Property, plant and equipment ( 52 ) ( 101 )

Other ( 197 ) ( 170 )

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(1) Non-current deferred tax liabilities were included in other liabilities in the consolidated balance sheets.

At September 24, 2023, we had unused federal net operating loss carryforwards of $ 448 million, of which $ 118 million expire from 2024 through 2037 and $ 330 million may be carried forward indefinitely, unused state net operating loss carryforwards of $ 707 million expiring from 2024 through 2037 and unused foreign net operating loss carryforwards of $ 910 million, of which substantially all may be carried forward indefinitely.

At September 29, 2024, we had unused foreign net operating loss carryforwards of $ 2.6 billion, of which substantially all may be carried forward indefinitely, unused state net operating loss carryforwards of $ 817 million expiring from 2025 through 2037 and unused federal net operating loss carryforwards of $ 150 million, of which $ 102 million expire from 2025 through 2037 and $ 48 million may be carried forward indefinitely.

At September 29, 2024, we had unused state tax credits of $ 1.9 billion, of which substantially all may be carried forward indefinitely, unused federal tax credits of $ 219 million expiring from 2028 through 2041 and unused tax credits of $ 92 million in foreign jurisdictions expiring from 2031 through 2044.

We do not expect our federal net operating loss carryforwards to expire unused.

At September 24, 2023, we have provided a valuation allowance on certain state tax credits, foreign deferred tax assets and state net operating losses of $ 1.7 billion, $ 77 million and $ 36 million respectively.

The valuation allowance reflects the

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

uncertainties surrounding our ability to generate sufficient future taxable income in certain tax jurisdictions to utilize our net deferred tax assets.

At September 29, 2024, we have provided a valuation allowance on certain state tax credits, foreign deferred tax assets and state net operating losses of $ 1.9 billion, $ 121 million and $ 41 million respectively.

The valuation allowance reflects the uncertainties surrounding our ability to generate sufficient future taxable income in certain tax jurisdictions to utilize our net deferred tax assets.

We believe, more likely than not, that we will have sufficient taxable income to utilize our remaining deferred tax assets.

The valuation allowance decreased from $ 2.2 billion at September 25, 2022, primarily due to the write-off of certain deferred tax assets and the related valuation allowance resulting from the liquidation of a Dutch subsidiary in fiscal 2023.

A summary of the changes in the amount of unrecognized tax benefits for fiscal 2024, 2023 and 2022 follows (in millions):

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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.

Shares Outstanding.

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Balance at beginning of period

Balance at end of period

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 .

QUALCOMM Incorporated

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Equity Compensation Plans.

On March 8, 2023, our stockholders approved the Qualcomm Incorporated 2023 Long-Term Incentive Plan (the 2023 Plan), as a successor to and continuation of our Amended and Restated Qualcomm Incorporated 2016 Long-Term Incentive Plan (the Prior Plan), and to increase the share reserve by 82 million shares.

Effective on and after that date, no new awards were granted under the Prior Plan, although all outstanding awards under the Prior Plan remained outstanding according to their terms and the terms of the Prior Plan.

On March 5, 2024, our stockholders approved the Amended and Restated Qualcomm Incorporated 2023 Long-Term Incentive Plan (the 2023 Plan), including an increase in the share reserve by 15 million shares.

The 2023 Plan provides for the grant of RSUs and other stock-based awards.

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Long-term Debt.

In November 2022, 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.

In May 2024, we repaid $ 914 million of fixed-rate notes that matured in May 2024.

The following table provides a summary of our long-term debt and current portion of long-term debt:

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1,900 3.50 % - 5.07 %

1,900 3.47 % - 5.02 %

Total principal 14,972 15,886

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Total $ 14,634 $ 15,398

At September 24, 2023, future principal payments were $ 914 million in fiscal 2024, $ 1.4 billion in fiscal 2025, $ 2.0 billion in fiscal 2027, $ 961 million in fiscal 2028 and $ 10.6 billion after fiscal 2028;

no principal payments are due in fiscal 2026.

At September 29, 2024, future principal payments were $ 1.4 billion in fiscal 2025, $ 2.0 billion in fiscal 2027, $ 1.0 billion in fiscal 2028 and $ 10.6 billion after fiscal 2029;

no principal payments are due in fiscal 2026 or fiscal 2029.

At September 29, 2024, the aggregate fair value of the notes, based on Level 2 inputs, was approximately $ 14.3 billion.

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Interest Rate Swaps.

At September 25, 2022, we had outstanding forward-starting interest rate swaps with an aggregate notional amount of $ 1.6 billion.

During the first quarter of fiscal 2023, in connection with the issuance of the November 2022 Notes, we terminated these swaps, and the related gains of $ 334 million, included within accumulated comprehensive income, are being recorded as a reduction to interest expense over the hedged portions of the related debt.

At September 29, 2024 and September 24, 2023, we had outstanding interest rate swaps with an aggregate notional amount of $ 2.1 billion that are designated as fair value hedges and allow us to effectively convert fixed-rate payments into floating-rate payments on a portion of our outstanding long-term debt.

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Maturities of commercial paper can range from 1 to up to 397 days.

At September 24, 2023 and September 25, 2022, we had no amounts and $ 499 million, respectively, of outstanding commercial paper recorded as short-term debt.

At September 25, 2022, the weighted-average interest rate was 2.69 %, which included fees paid to the commercial paper dealers, and the weighted-average remaining days to maturity was 27 days.

At September 29, 2024 and September 24, 2023, we had no amounts of commercial paper outstanding.

Revolving Credit Facility.

We have a Revolving Credit Facility that 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.

At September 24, 2023 and September 25, 2022, no amounts were outstanding under the Revolving Credit Facility.

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

There were no outstanding borrowings under the Amended and Restated Revolving Credit Facility at the time of termination and September 24, 2023.

Debt Covenants.

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At September 29, 2024, we were in compliance with the applicable covenants under the Revolving Credit Facility.

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies

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The order denied class certification on the basis of alleged misrepresentations relating to our chip-level licensing practices, but certified a class on the basis of alleged misrepresentations relating to the separate operations of QCT and QTL.

Trial is scheduled to begin on October 28, 2024.

We intend to continue to vigorously defend ourselves in this matter.

We reached a proposed settlement with the plaintiffs to resolve this litigation, and on June 18, 2024, we and the plaintiffs, along with the individual defendants, filed a joint Stipulation and Agreement of Settlement with the court.

The settlement was approved by the court on September 27, 2024.

In the third quarter of fiscal 2024, we recorded a charge of $ 75 million to other expenses for the settlement amount, which amount was paid in the fourth quarter of fiscal 2024.

Consumer Class Action Lawsuits:

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The court granted our motion in its entirety and, on October 5, 2023, entered final judgment in Qualcomm’s favor.

On November 2, 2023, the plaintiffs filed a notice of appeal to the Ninth Circuit, and on October 15, 2024, the court held a hearing on the appeal.

The court has not yet issued a ruling.

We intend to continue to vigorously defend ourselves in this matter.

Beginning in November 2017, several other consumer class action complaints were filed against us in Canada (in the Supreme Court of British Columbia and the Quebec Superior Court), Israel (in the Haifa District Court) and the United Kingdom (in the Competition Appeal Tribunal), each on behalf of a putative class of purchasers of cellular phones and other cellular devices, alleging violations of certain of those countries’ competition and consumer protection laws and seeking damages.

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ParkerVision continues to seek damages related to the sale of many of our radio frequency (RF) products sold between 2008 and 2018.

On March 23, 2022, the court entered judgment in our favor on all claims and closed the case.

On April 20, 2022, ParkerVision filed a notice of appeal to the United States Court of Appeals for the Federal Circuit.

A hearing on the appeal is scheduled for November 6, 2023.

On March 23, 2022, the district court entered judgment in our favor on all claims and closed the case.

On April 20, 2022, ParkerVision filed a notice of appeal to the United States Court of Appeals for the Federal Circuit (Federal Circuit).

On September 6, 2024, the Federal Circuit reversed the judgment of the district court, citing certain substantive and procedural issues, and remanded the case to the district court for further proceedings.

We intend to continue to vigorously defend ourselves in this matter.

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The complaint alleges that following our acquisition of Nuvia, we and Nuvia breached Nuvia’s Architecture License Agreement with Arm (the Nuvia ALA) by failing to comply with the termination obligations under the Nuvia ALA.

The complaint seeks specific performance, including that we cease all use of and destroy any technology that was developed under the Nuvia ALA, including processor core technology.

ARM also contends that we violated the Lanham Act through trademark infringement and false designation of origin through unauthorized use of ARM’s

Arm is seeking specific performance, including that we cease all use of and destroy any technology that was developed under the Nuvia ALA, including processor core technology (which Arm alleges includes our custom Qualcomm Oryon CPU cores).

Arm’s complaint also contends that we violated the Lanham Act through trademark infringement and false designation of origin through unauthorized use of Arm’s trademarks and seeks associated injunctive and declaratory relief;

however, Arm subsequently informed the court of its intent to withdraw such claims.

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

trademarks and seeks associated injunctive and declaratory relief.

ARM further seeks exemplary or punitive damages, costs, expenses and reasonable attorney’s fees, and equitable relief addressing any infringement occurring after entry of judgment.

On September 30, 2022, we filed our Answer and Counterclaim in response to Arm’s complaint denying Arm’s claims.

Our counterclaim seeks a declaratory judgment that we did not breach the Nuvia ALA or the Technology License Agreement between Nuvia and ARM and that, following the acquisition of Nuvia, our architected cores (including all further developments, iterations or instantiations of the technology we acquired from Nuvia), server System-on-Chip (SoC) and compute SoC are fully licensed under our existing Architecture License Agreement and Technology License Agreement with ARM (the ARM-Qualcomm Agreements).

Our counterclaim seeks a declaratory judgment that we did not breach the Nuvia ALA or the Technology License Agreement between Nuvia and Arm (together with the Nuvia ALA, the Arm-Nuvia Agreements) and that, following the acquisition of Nuvia, our architected cores (including all further developments, iterations or instantiations of the technology we acquired from Nuvia) and System-on-Chip (SoC) products incorporating such cores are fully licensed under our existing Architecture License Agreement with Arm (the Qualcomm ALA) and Technology License Agreement with Arm (together with the Qualcomm ALA, the Arm-Qualcomm Agreements).

We further seek an order enjoining Arm from making any claim that our products are not licensed under the Arm-Qualcomm Agreements, are not Arm-compliant or that we are prohibited from using Arm’s marks in the marketing of any such products.

On October 26, 2022, we filed an Amended Counterclaim seeking additional declaratory relief that certain statements Arm is making in the marketplace concerning our rights under the Arm-Qualcomm Agreements are false, and that Arm has no right to prevent us from shipping our products, which are validly licensed.

Trial is scheduled to begin on September 23, 2024.

We intend to continue to vigorously defend ourselves in this matter.

On March 22, 2024, we filed a Second Amended Counterclaim asserting that Arm has breached the Arm-Nuvia Agreements by continuing to use Nuvia technology and by failing to return or destroy Nuvia confidential information after the Arm-Nuvia Agreements were terminated.

The Second Amended Counterclaim seeks damages related to the asserted breaches.

On July 10, 2024, Arm filed a motion for partial summary judgment that the Nuvia ALA was properly terminated, that the Nuvia ALA was breached, and that Arm did not breach the Arm-Nuvia Agreements.

We also filed a motion for summary judgment on Arm’s breach of contract claims, that Qualcomm’s architected cores are licensed under the Qualcomm ALA, and that Qualcomm has not infringed Arm’s trademarks.

On October 30, 2024, the court denied both parties’ motions for summary judgment.

Trial is scheduled to begin on December 16, 2024.

We intend to continue to vigorously defend ourselves against Arm’s claims in this matter.

On April 18, 2024, we filed a separate complaint (captioned QUALCOMM Incorporated v.

Arm Ltd.) against Arm in the United States District Court for the District of Delaware.

The complaint alleges that Arm has breached the Qualcomm ALA by failing to provide certain deliverables that Arm is obligated to provide.

The complaint seeks an order that Arm comply with its contractual obligations, damages, and additional relief.

Arm moved to dismiss this complaint, and on October 30, 2024, the court denied Arm’s motion to dismiss.

No trial date has been set for this case.

On October 22, 2024, Arm provided us with a notice alleging that we have breached the Qualcomm ALA by marketing products that contain CPUs that Arm alleges use designs, technology and code created by Nuvia employees prior to our acquisition of Nuvia;

by seeking support and verification from Arm for additional products that use such alleged designs, technology and code;

and by suing Arm for breach of the Qualcomm ALA.

Arm’s notice asserts that it will have the right to terminate the Qualcomm ALA if such alleged breaches are not cured within 60 days of such notice.

We disagree with Arm’s allegations, including that we are in breach of the Qualcomm ALA.

Contingent Losses and Other Considerations:

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We generally do not indemnify our customers, licensees and suppliers for losses sustained from infringement of third-party intellectual property rights.

However, we are contingently liable under certain agreements to defend and/or indemnify certain customers, licensees, and suppliers against certain types of liability and/or damages arising from the infringement of third-party intellectual property rights and companies that purchase businesses we previously consolidated against certain contingent losses.

However, we are contingently liable under certain agreements to defend and/or indemnify certain customers, licensees, and suppliers against certain types of liability and/or damages arising from the infringement of third-party intellectual property rights and to indemnify certain companies that purchased businesses we previously consolidated against certain contingent losses.

Our obligations under these agreements may be limited in terms of time and/or amounts, and in some instances, we may have recourse against third parties for certain payments made by us.

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Further, any possible range of loss cannot be reasonably estimated at this time.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Purchase Obligations .

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We lease certain of our land, facilities and equipment under operating leases, with terms ranging from less than one year to 20 years, some of which include options to extend for up to 20 years.

At September 24, 2023 and September 25, 2022, the weighted-average remaining lease term for operating leases was eight years .

At September 29, 2024 and September 24, 2023, the weighted-average remaining lease term for operating leases was nine years and eight years , respectively.

Operating lease expense for fiscal 2024, 2023 and 2022 was $ 184 million, $ 204 million and $ 207 million, respectively.

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At September 24, 2023, other assets included $ 612 million of operating lease assets, with corresponding lease liabilities of $ 98 million recorded in other current liabilities and $ 571 million recorded in other liabilities.

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At September 29, 2024, future lease payments under our operating leases were as follows (in millions):

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We conduct business primarily through our QCT semiconductor business and our QTL licensing business.

QCT develops and supplies integrated circuits and system software based on 3G/4G/5G and other technologies, including RFFE, for use in mobile devices;

QCT develops and supplies integrated circuits and system software with advanced connectivity and high-performance, low-power computing technologies for use in mobile devices;

automotive systems for connectivity, digital cockpit and ADAS/AD;

and IoT including consumer electronic devices;

industrial devices;

and edge networking products.

and IoT including consumer electronic devices, industrial devices and edge networking products.

QTL grants licenses or otherwise provides rights to use portions of our intellectual property portfolio, which includes certain patent rights essential to and/or useful in the manufacture and sale of certain wireless products.

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).

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

Our CODM allocates resources to and evaluates the performance of our segments based on revenues and earnings (loss) before income taxes (EBT).

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Certain income and charges are not allocated to segments in our management reports because they are not considered in evaluating the segments’ operating performance.

Unallocated income and charges include certain interest expense, certain net investment income, certain share-based compensation, gains and losses on our deferred compensation plan liabilities and related assets and certain research and development expenses, certain selling, general and administrative expenses and other expenses or income that were deemed to be not directly related to the businesses of the segments.

Additionally, unallocated charges include recognition of the step-up of inventories and property, plant and equipment to fair value, amortization of certain intangible assets and certain other acquisition-related charges, third-party acquisition and integration services costs and certain other items, which may include major restructuring and restructuring-related costs, asset impairment charges and awards, settlements and/or damages arising from legal or regulatory matters.

Our CODM does not evaluate our operating segments using discrete asset information.

Unallocated income and charges include certain interest expense, certain net investment income, share-based compensation, gains and losses on our deferred compensation plan liabilities and related assets and certain research and development

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expenses, certain selling, general and administrative expenses and other expenses or income that were deemed to be not directly related to the businesses of the segments.

Our CODM does not evaluate our operating segments using discrete asset information.

The table below presents revenues and EBT for reportable segments (in millions):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We report revenues from external customers by country based on the location to which our products or services are delivered, which for QCT is generally the country in which our customers manufacture their products, and for licensing revenues, the invoiced addresses of our licensees.

As a result, the revenues by country presented herein are not necessarily indicative of either the country in which the devices containing our products and/or intellectual property are ultimately sold to consumers or the country in which the companies that sell the devices are headquartered.

For example, China revenues could include revenues related to shipments of integrated circuits for a company that is headquartered in South Korea but that manufactures devices in China, which devices are then sold to consumers in Europe and/or the United States.

Revenues by country were as follows (in millions):

Beginning in fiscal 2024, revenues by country are presented based on our customer’s/licensee’s headquarter location and were as follows (in millions):

2024 2023 2022

China (including Hong Kong) $ 17,826 46 % $ 13,386 37 % $ 18,977 43 %

Vietnam 4,551 6,063 3,114

South Korea 3,272 3,164 2,368

United States 9,686 25 10,503 29 10,501 24

South Korea 7,995 20 8,075 23 9,666 22

Other foreign 3,455 9 3,856 11 5,056 11

$ 38,962 100 % $ 35,820 100 % $ 44,200 100 %

Acquisitions and Divestitures

On October 4, 2021, we and SSW Partners, a New York-based investment partnership, entered into a definitive agreement to acquire Veoneer, Inc.

The transaction closed on April 1, 2022 (the Closing Date).

Total cash consideration paid in the transaction was $ 4.7 billion, consisting of (i) $ 4.6 billion paid in respect of Veoneer’s outstanding capital stock and equity awards and amounts paid to settle Veoneer’s convertible senior notes (which were converted at the election of the note holders and settled in cash in the third quarter of fiscal 2022) and (ii) a $ 110 million termination fee paid to Magna International Inc.

(Magna) in the first quarter of fiscal 2022.

We funded substantially all of the cash consideration payable in the transaction in exchange for (i) the Arriver business (which SSW transferred to us shortly after the Closing Date) and (ii) the right to receive a majority of the proceeds upon the sale of the Non-Arriver businesses by SSW Partners.

We intend to incorporate Arriver’s computer vision, drive policy and driver assistance technologies into our Snapdragon automotive platform to deliver an integrated software SoC ADAS platform for automakers and Tier-1 automotive suppliers.

SSW Partners retained Veoneer’s Tier-1 automotive supplier businesses, primarily consisting of the Active Safety and the Restraint Control Systems businesses (the Non-Arriver businesses), with the intent to sell such businesses in multiple transactions.

Although we do not own or operate the Non-Arriver businesses, we are the primary beneficiary, within the meaning of the Financial Accounting Standards Board (FASB) accounting guidance related to consolidation (ASC 810), of these businesses under the variable interest model, until sold by SSW.

Factors considered in reaching this conclusion included, among others:

(i) our involvement in the design of and our funding of substantially all of the total cash consideration payable in the transaction and (ii) our obligations to absorb losses and rights to receive returns from the Non-Arriver businesses.

Accordingly, the assets and liabilities of the Non-Arriver businesses have been consolidated and presented as held for sale on our consolidated balance sheet, and the operating results have been presented as discontinued operations (through the date of disposition).

Our accounting purchase price was approximately $ 4.3 billion, substantially all of which relates to our share of cash consideration at close for the outstanding common shares of Veoneer and the Magna termination fee and excludes Veoneer’s convertible senior notes that are reflected as an assumed liability.

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values was as follows (in millions):

Current held for sale assets, net of costs to sell (1) 626

Completed technology-based intangible assets 349

In-process research and development (IPR&D) 298

Goodwill 2,793

Noncurrent held for sale assets (1) 1,186

Other assets 326

Total assets 5,608

Current held for sale liabilities (1) ( 677 )

Convertible senior notes ( 352 )

Noncurrent held for sale liabilities (1) ( 128 )

Other liabilities ( 200 )

Total liabilities ( 1,357 )

Net assets acquired $ 4,251

(1) Held for sale assets and liabilities relate to the Non-Arriver businesses and were measured at fair value less costs to sell (including SSW Partners’ estimated return with respect to the sale proceeds of the Non-Arriver businesses), which was estimated using a market approach based on significant inputs that were not observable.

The Non-Arriver businesses’ assets are not available to be used to settle our obligations, and the Non-Arriver businesses’ creditors do not have recourse to us.

SSW Partners’ funding of the purchase price for Veoneer was recorded as a component of held for sale liabilities.

The underlying classes of assets and liabilities held for sale have not been presented because such amounts are not material.

Goodwill related to this transaction was allocated to our QCT segment, $ 471 million of which is expected to be deductible for tax purposes.

Goodwill is primarily attributable to assembled workforce and certain synergies expected to arise after the acquisition.

Completed technology-based intangible assets will be amortized on a straight-line basis over the weighted-average useful life of nine years .

IPR&D relates to a single project that is expected to be completed in fiscal 2025.

Upon completion, we expect the IPR&D to be amortized over its useful life of seven years .

We valued the completed technology and IPR&D using an income approach based on significant unobservable inputs.

Pro forma results of operations have not been presented because the effects of this acquisition were not material to our consolidated results of operations.

Since the Closing Date, the operating results of the Arriver and Non-Arriver businesses were initially reported on a one quarter lag.

During the fourth quarter of fiscal 2022, we eliminated the one-quarter reporting lag previously used to consolidate the Arriver business to provide contemporaneous reporting within our consolidated financial statements, which we believe is preferable.

The effect of this change was not material to our consolidated financial statements, and the impact of eliminating the one quarter reporting lag has been included in our operating results in the fourth quarter of fiscal 2022.

On June 1, 2023, SSW Partners completed the sale of the Active Safety business to Magna for net cash proceeds of $ 1.5 billion.

We expect that SSW Partners will complete the sale of the Restraint Control Systems business within calendar 2023, subject to any required regulatory approvals and other closing conditions being met.

Discontinued operations for fiscal 2023 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.

The Restraint Control Systems business continues to be presented as discontinued operations on a one quarter reporting lag.

The cash flows provided (used) by the Non-Arriver businesses are reflected as discontinued operations and are classified as operating, investing (which includes cash proceeds from the sale of the Active Safety business) and financing activities in the consolidated statements of cash flows.

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Previously, revenues by country were presented based on the location to which our products or services were delivered.

For QCT, this was the country in which our customers manufacture their products and for licensing revenues, the invoiced addresses of our licensees, and was not necessarily indicative of either the country in which the devices containing our products and/or intellectual property are ultimately sold to consumers or the country in which the companies that sell the devices were headquartered.

We believe this change generally provides a better representation of the geographic profile of our revenues.

However, it is still not necessarily indicative of the country in which the devices containing our products and/or intellectual property are ultimately sold to consumers.

Prior period information has been recast to reflect this change.

For comparative purposes, based on the location to which our products or services are delivered, revenues from sales into China (including Hong Kong), United States, South Korea, and Vietnam were 66 %, 3 %, 7 %, and 12 % of total revenues, respectively, for fiscal 2024.

Fair Value Measurements and Marketable Securities

5 unchanged sentences

Mortgage- and asset-backed securities — 487 — 487

Equity securities 121 — — 121

Treasury securities and government-related securities 176 32 — 208

Equity securities 122 — — 122

Total marketable securities 298 5,153 — 5,451

5 unchanged sentences

Total liabilities measured at fair value $ 950 $ 138 $ — $ 1,088

(1) Other investments and other liabilities included in Level 1 are comprised of our deferred compensation plan assets and liabilities.

QUALCOMM Incorporated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At September 29, 2024 and September 24, 2023, our marketable securities were all classified as current and were primarily comprised of available-for-sale debt securities (substantially all of which were corporate bonds and notes).

4 unchanged sentences

One to five years 3,455

Five to ten years 3

No single maturity date 487

10 unchanged sentences

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 9A. Controls and Procedures